Common use of Requirements Clause in Contracts

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of 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 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, 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, 13, 14, 19, 22, 25 or 26.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both the 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 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 on the Notes or of (y) the 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 88 (except as set forth in the first sentence of Section 8.5), 11(a), 11(b), 12, 13, 14, 19, 22, 25 22 or 2625.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, or 6 hereof or 23 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, 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 87, 11(a)10, 11(b)11.1, 12, 13, 14, 19, 22, 25 14 or 2616.

Requirements. This Agreement Agreement, the Notes and the Notes other Note Documents may be amended, and the observance of any term hereof or thereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofon, 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, 139.03 OR 9.06. Any amendment, 14modification, 19termination, 22waiver or consent with respect to any of the following provisions of this Agreement shall be effective only by a written agreement, 25 signed by each Holder: (i) release of any Guarantor of the Obligations or 26all or a substantial portion of the Collateral (except as provided in SECTION 3.08), (ii) waiver of any Event of Default described in SECTION 8.01.

Requirements. This Agreement Agreement, the other Operative Agreements and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620; or (iv) alter the first priority lien status granted by the Security Documents.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 1317, 14, 19, 22, 25 20 or 2623.5 (it being understood and agreed that any amendments or waivers with respect to Section 10.2 will only require the consent of the Required Holders).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 hereof, 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 (if such change results in a decrease in the interest rate) or of the Make-Whole Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. (a) This Agreement Agreement, any Supplement and the Notes may be amended, and the observance of any term hereof hereof, of any Supplement or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 hereof21 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 applicable Make-Whole Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof including subsection (i) of Section 1 hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, 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 87, 11(a)10, 11(b)11.1, 12, 13, 14, 19, 22, 25 14 or 2616.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the Company and the Required Majority Holders, except that that: (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 23 hereof21, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and ; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate of interest or change the time of payment or method of computation of (x) interest on the Notes or of (y) the Make-Whole Amount or the Swap Reimbursement Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect of, the Notes, (ii) change the percentage of (A) the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or (B) the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to each Closing that appear in Section 4 which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 1317, 1420, 19, 22, 25 22.7 or 2622.8.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the 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 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620. The Financing Agreements (other than this Agreement and the Notes) may be amended in the manner described in each such Document.

Requirements. This Agreement Agreement, the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 applicable Make-Whole Amount, Swap Breakage Amount, Net Loss Amount or Net Gain on or in respect ofProtective 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, 13, 1418, 1921 or 23.10, 22or (iv) amend any provision of the Subordination Agreement, 25 the Trust Guarantee, a Subsidiary Guarantee or 26any Lien granted to the holders of Notes pursuant to Section 9.13 or otherwise.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 1317 or 20. The Subsidiary Guaranty and the Intercreditor Agreement may be amended, 14and the observance of any term thereof may be waived, 19, 22, 25 or 26in accordance with the terms thereof.

Requirements. This Agreement and the Notes Bonds may be amended, and the observance of any term hereof or of the Notes Bonds may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 14 or 2618.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the 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 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 1317 or 20. Xxxxx Xxxxxxxx Midstream/Energy Fund, 14, 19, 22, 25 or 26.Inc. Note Purchase Agreement

Requirements. This Agreement Agreement, the other Operative Agreements and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620; or (iv) alter the first priority lien status granted by the Security Documents.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the 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 23 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, Swap Breakage Amount, Net Loss Amount or Net Gain on or in respect ofModified 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, 13, 14, 19, 22, 25 18 or 2621.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620 or (iv) release any Guarantor from the Guaranty Agreement (other than in compliance with Section 9.8(b)).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 MakeYield-Whole Amount, Swap Maintenance Amount and/or Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 1317 or 20, 14, 19, 22, 25 or 26(iv) release any Guarantor from its Subsidiary Guaranty Agreement (other than in compliance with Section 9.8(b)).

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 -42- Stericycle, Inc. Note Purchase Agreement 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of both Obligors the Company and the Required Holders, except that that: CĪON INVESTMENT CORPORATION NOTE PURCHASE AGREEMENT (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 23 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 on the Notes or of (y) the Make-Whole Prepayment Settlement 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 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 13, 14, 19, 22, 25 17 or 2620.

Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 hereof21 hereof 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, 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both the Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section any of Sections 1, 2, 3, 4, 5, 6 or 23 hereofand 21, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 or 2617 and 20.

Requirements. This Agreement and the Subordinated Notes may be amended, and the observance of any term hereof or of the Notes thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the Company and the Required HoldersHolders and, if required pursuant to the Subordination Agreement, the holders of Senior Notes, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 23 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 Subordinated 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofon, the Subordinated Notes, (ii) change the percentage of the principal amount of the Subordinated Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 13, 14, 19, 22, 25 or 26.,

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both the Obligors 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 23 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 Amount, Modified Make-Whole Amount, LIBOR Breakage Amount or Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 1418, 1921, 22, 25 23 or 2624.9.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section SECTION 1, 2, 3, 4, 5, 6 or 23 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 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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(a11(A), 11(b11(B), 12, 13, 14, 19, 22, 25 17 or 2620. The Subsidiary Guaranty and the Intercreditor Agreement may be amended in accordance with the terms thereof.

Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 hereof21 hereof 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Amount or NTG 2011 Floating Rate Prepayment Amount and the NTG 2011 LIBOR Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 1317 or 20. Tortoise MLP Fund, 14, 19, 22, 25 or 26.Inc. Note Purchase Agreement

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 (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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the Company, the Parent Guarantor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 23 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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 Section 8 (except as set forth in the second sentence of Sections 8Section 8.2), 11(a), 11(b), 12, 13, 1418, 19, 22, 25 21 or 2624.8.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 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 each Existing Noteholder 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 (x) interest on the Notes or of (y) the 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 88 (except as set forth in the first sentence of Section 8.5), 11(a), 11(b), 12, 13, 14, 19, 22, 25 22 or 2625.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of both Obligors the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 23 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 Xxxxxx Engineering Group Inc. Note Purchase Agreement (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 on the Notes or of (y) the Make-Whole Amount, Swap Breakage Amount, Net Loss or Net Gain Amount on or in respect of, the any 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the Parent Issuer, the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of (A) Section 1, 2, 3, 4, 5, 6 or 23 22 hereof, or any defined term (as it is used thereinin any such Section), and (B) Section 10.1, 10.2 or 10.3 hereof, 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, (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 (if such change results in a decrease in the interest rate) or of the Make-Whole Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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), 12, 13, 14, 19, 22, 25 18 or 2621.

Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both the 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 23 hereof21 hereof 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, 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 Amount, Swap Breakage Amount, Net Loss Amount or Net Gain on or in respect ofpremium 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, 1317 or 20; provided that, 14with respect to the determination of a Recognized Euro Market Maker, 19such determination shall be made by the Required Holders of Series 2010-A Non-Swapped Notes and, 22if applicable, 25 or 26the Obligors as provided in Section 8.6(a).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 hereof21, 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 (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, (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 on the Notes or of the Make-Whole Amount, Swap Breakage Amountif any, Net Loss on the Notes or Net Gain or Net Loss, if any, on or in respect of, the Swapped 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 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 (iii3) amend any of Sections 8, 11(a), 11(b), 12, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement Agreement, the Notes Documents and the Notes may be amended, and the observance of any term hereof or of the Notes Documents or the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 44A, 5, 6 or 23 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, 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 (other than as provided in Sections 8.2(c) and 8.4 as in effect on the Signing Date), offer to purchase 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect of, the Notes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 13, 14, 19, 22, 25 12 or 26this Section 17.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both the 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 23 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, Lincoln Electric Holdings, Inc. Note Purchase Agreement The Lincoln Electric Company (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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 23 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and ; and (b) no such amendment or waiver may, without the written consent of 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 Amount, Swap Premium or Breakage Amount, Net Loss or Net Gain Cost Obligation 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, waiver or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1317 or 20. In addition, 14if the Required Holders so request, 19, 22, 25 the Parent shall be joined in any such amendment or 26waiver; provided that such joinder shall not be required for the effectiveness thereof.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 26.20. Madison Gas and Electric Company Note Purchase Agreement

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Breakage Amountif any, Net Loss or Net Gain on or in respect ofon, 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, 1317 or 20, 14and (c) no amendment or waiver may, 19without the written consent of Prudential, 22, 25 or 26amend any provision of Section 2.3.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 Second 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement Agreement, the Other Agreements and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, (iI) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofon, the Notes, (iiII) 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 (iiiIII) amend any of Sections 8, 11(a), 11(b), 12, 1317 or 20, 14, 19, 22, 25 or 26any defined term as used in such Sections.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors and the Company, the Required HoldersHolders and, solely with respect to Article XII hereof, the Collateral Agent, except that (a) no amendment or waiver of any of the provisions of Section 12.1, 2Section 2.2, 3Article III, 4Article IV, 5, 6 or 23 hereofArticle XII, or any defined term (as it is used therein), will be effective as to any Purchaser a holder of a Note 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 rescission10.2, change the amount or 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofon, the Notes, (ii) change reduce the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, by amendment of the definition of “Required Holders” or otherwise, (iii) change the percentage of the principal amount of the Notes the holders of which may declare the Notes to be due and payable as provided in Section 10.2, or which may rescind any such declaration, or (iiiiv) amend any of Sections 8, 11(aSection 10.1(a), 11(b)Section 10.2, 12Section 16.7, 13, 14, 19, 22, 25 or 26this Article XV.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 21 hereof, or any defined term (as it is used thereinin any of such Sections), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder 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, Swap Prepayment Premium or the Floating Rate Breakage Amount, Net Loss or Net Gain on or in respect ofAmount on, the Notes, if any, (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 an Closing that appear in Section 4, or (iii) amend any of Sections 88 (except as set forth in the first sentence of Section 8.2(b)), 11(a), 11(b), 12, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of both Obligors the Issuer and the Required HoldersHolders and, solely with respect to Section 23, the Parent, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 23 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and ; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the 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, 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, 1317, 14, 19, 22, 25 20 or 2623.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 AmountAmount on, Swap Breakage Amount, Net Loss or Net Gain on or in respect of, 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, 1317 or 20, 14, 19, 22, 25 or 26(iv) release any Guarantor from its Guaranty of the Debt under this Agreement and the Notes (other than in compliance with Section 9.8(b)).”

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 AmountAmount on, Swap Breakage Amount, Net Loss or Net Gain on or in respect of, 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, 1317 or 20, 14, 19, 22, 25 or 26(iv) release any Guarantor from its Subsidiary Guaranty Agreement (other than in compliance with Section 9.8(b)).

Requirements. This Agreement Agreement, the Notes and the Notes other Note Agreement Documents 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 both Obligors the Company, the Trustee and the Required Holders, Determining Noteholders except that (a) no amendment or waiver of any of the provisions of Section 1SECTION 2.1, 22.2, 2.3, 2.4, 2.5, 3, 4, 58.1(a), 6 or 23 8.1(b), OR 10.1(a) 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 SECTION 8.2 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount on, the Notes, (ii) change the definition of "Determining Noteholders" or 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(athis SECTION 10.1(a), 11(b), 12, 13, 14, 19, 22, 25 or 26.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, 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 applicable Make-Whole Amount, Swap Breakage Amount, Net Loss or Net Gain Amount 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, waiver or (iii) amend any of Sections 8, 11(a), 11(b), 12, 13, 14, 19, 22, 25 17 or 2620.

Requirements. (i) This Agreement Agreement, the Subordinated Notes and the Notes other Note Documents may be amended, and the observance of any term hereof or of the Notes thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 4.02 OR 10.07 hereof, or any defined term relating to such sections (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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofon, the Subordinated Notes, (ii) change the percentage of the principal amount of the Subordinated Notes the holders Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(aSECTIONS 8.01(A), 11(b8.01(B), 128.02, 1310.03 OR 10.06. (ii) Any amendment, 14modification, 19termination, 22waiver or consent with respect to any of the following provisions of this Agreement shall be effective only by a written agreement, 25 or 26signed by each Holder: (A) release of any Guarantor of the Obligations, (B) waiver of any Event of Default described in SECTION 8.01.

Requirements. This Agreement and the Notes Any Note Document may be amended, and the observance of any term hereof or of the Notes any Note Document may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the Company, the Collateral Agent and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, or 6 or 23 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 relating to acceleration or rescission, change reduce the amount or postpone the time of any prepayment or payment of principal of, or reduce the rate or change postpone the time of payment or change the method of computation of interest or of the Make-Whole Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofon, 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, 1317 or 20, 14(iv) release all or substantially all of the Collateral, 19, 22, 25 or 26(v) release all or substantially all of the Guarantors from their Note Guarantees.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 MakeYield-Whole Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofMaintenance 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 Section 8, 11(all(a), 11(bll(b), 12, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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(a1l (a), 11(b1l (b), 12, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 Company 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 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, Swap Amount or Floating Rate Prepayment Amount and the LIBOR Breakage Amount, Net Loss or Net Gain on or in respect ofon, the Notes, (iiB) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 13, 14, 19, 22, 25 17 or 2620.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the 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 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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(a8,11(a), 11(b11 (b), 12, 13, 14, 19, 22, 25 17 or 2620. ClearBridge Energy MLP Fund Inc. Note Purchase Agreement The Financing Agreements (other than this Agreement and the Notes) may be amended in the manner described in each such document.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both the 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 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 19 or 22, 25 or 26.

Requirements. (a) This Agreement Agreement, any Supplement and the Notes may be amended, and the observance of any term hereof hereof, of any Supplement or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 hereof21 or 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 applicable Make-Whole Amount, Swap Breakage Amountif any, Net Loss or Net Gain on or in respect ofon, 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement (as it pertains to the Series 2001-A Notes) and the Series 2001-A Notes may be amended, and the observance of any term hereof or of the Series 2001-A Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 2001-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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount on, the Series 2001-A Notes, (ii) change the percentage of the principal amount of the Series 2001-A Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the 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 23 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 (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, Swap LIBOR Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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)Section 10.6, 11(b), 12, 13, 14, 19, 22, 25 or 26.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the Borrower 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 23 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser beneficial holder unless consented to by such Purchaser beneficial holder in writing, and (b) no such amendment or waiver may, without the written consent of the each beneficial holder 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 or of the Make-Whole Amount, Swap Amount or LIBOR Breakage Amount, Net Loss or Net Gain Amount on or in respect of, any Series of the Notes, (ii) change the percentage of the principal amount of the Notes the beneficial holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 13, 14, 19, 22, 25 17 or 2620 and (c) no amendment or waiver of Section 10.9 which could reasonably be expected to result in a Material Adverse Effect shall be effective without the consent of all holders of Notes.

Requirements. This Agreement Agreement, the Other Agreements and the Notes Debentures may be amended, and the observance of any term hereof hereof, of the Other Agreements or of the Notes Debentures may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 6.18, 9, 11.6, 11.7, 16.3, 18 or 23 hereof, 24 or any defined term (as it is used therein), will be effective as to any Purchaser Charterhouse unless consented to by such Purchaser Charterhouse in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note Debenture at the time outstanding affected thereby, : (iI) 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 on the Make-Whole Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect of, the NotesDebentures, (ii) change the percentage of the principal amount of the Notes Debentures the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 1210, 13, 14, 19, 22, 25 20 or 2623 hereof.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both the 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 23 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 Amount, Swap Breakage Amount, Net Loss Amount or Net Gain on or in respect ofModified 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, 13, 14, 19, 22, 25 22 or 2624.9.

Requirements. This Agreement Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both the Obligors (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty) 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 23 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 26.20. Table of Contents

Requirements. This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 hereof21 hereof 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, 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 Tortoise North American Energy Corporation Master Note Purchase Agreement of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620 (or any corresponding provision in a Supplement).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the 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 23 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 Amount, Swap Breakage Amount, Net Loss Amount or Net Gain on or in respect ofModified 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the Issuers 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 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of 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 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 or 26. For purposes of any amendment or waiver or other action taken on or after the First Closing Date but prior to the Second Closing Date pursuant to this Section 19.1, the calculation of the Required Holders shall include the aggregate principal amount of Notes to be sold as of the Second Closing Date and the holders of such Notes shall be entitled to vote such Notes as if such Notes were outstanding on such date.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 AmountAmount on, Swap Breakage Amount, Net Loss or Net Gain on or in respect of, 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, 1317 or 20, 14, 19, 22, 25 or 26(iv) release any Guarantor from its Guaranty of the Debt under this Agreement and the Notes (other than in compliance with Section 9.8(b)).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Amount or TYY 2011 Floating Rate Prepayment Amount and the TYY 2011 LIBOR Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Floating Rate Prepayment Amount and the LIBOR Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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 8Xxxxxxx 0, 11(a00(x), 11(b00(x), 1200, 1300 xx 00. The BGC Partners Guaranty, 14, 19, 22, 25 or 26the CFLP Guaranty and any Subsidiary Guaranty may be amended in accordance with the terms thereof.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Amount or TYG 2011 Floating Rate Prepayment Amount and the TYG 2011 LIBOR Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 26.20. Tortoise Energy Infrastructure Corporation Note Purchase Agreement

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the Company, the Parent Guarantor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 23 18 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 10 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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(a9(a), 11(b9(b), 12, 13, 14, 19, 22, 25 10 or 2615.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 1317 or 20, 14, 19, 22, 25 or 26(iv) amend the definition of "Designated Event" or the constituent definitions thereof.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of both Obligors the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section Sections 1, STEPAN COMPANY NOTE PURCHASE AGREEMENT 2, 3, 4, 5, 6 or 23 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 on the Notes or of (y) the 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 88 (except as set forth in the second sentence of Section 8.2, 11(a), 11(b), 12, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 Amount, Amount or Swap Breakage Amount, Net Loss or Net Gain on or in respect ofReimbursement 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, 1314.2, 1415.2, 19, 22, 25 or 2617 and 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620 or any defined term (as it is used therein).

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the Fund and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 11,2, 2, 3, 4, 5, 6 3,4,5,6 or 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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(a8,11(a), 11(b), 12, 13, 14, 19, 22, 25 12,17 or 2620. The Financing Agreements (other than this Agreement and the Notes) may be amended in the manner described in each such document.

Requirements. This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 hereof21 hereof 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, 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, Swap Amount or Series A Prepayment Amount and the LIBOR Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620 (or any corresponding provision in a Supplement).

Requirements. This Agreement Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both the Obligors (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty) 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 23 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 26.20. 39 Table of Contents

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 MakeYield-Whole AmountMaintenance Amount on, Swap Breakage Amount, Net Loss or Net Gain on or in respect of, SCHEDULE A-41 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement Agreement, the Notes, the Parent Guaranty and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the Parent, the Company and the Subsidiary Guarantors, if parties thereto, 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 23 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 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, Swap Floating Rate Prepayment Amount and the LIBOR Breakage Amount, Net Loss or Net Gain on or in respect ofAmount on, the Notes, (iiB) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both the 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 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 22 or 2625.

Requirements. This Agreement Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the Company (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty) 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 23 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 Amount, Swap Breakage Amount, Net Loss Amount or Net Gain on or in respect ofany prepayment premium 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both each of the Obligors and the Required HoldersHolders with respect to each Series, except and (b) the Notes of any Series may be amended, and the observance of any term thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each of the Obligors and the Required Holders with respect to such Series; provided, however, that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 1317, 14, 19, 22, 25 20 or 2623.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount on, the Stepan Company Amended and Restated Note 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, 13, 14, 19, 22, 25 17 or 2620 or (iv) give to any Note any preference over any other Note.

Requirements. (i) This Agreement Agreement, the Secured Notes and the Notes other Note Documents may be amended, and the observance of any term hereof or of the Notes thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 4.02 OR 10.07 hereof, or any defined term relating to such sections (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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofon, the Secured Notes, (ii) change the percentage of the principal amount of the Secured 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, 1310.03 OR 10.06. (ii) Any amendment, 14modification, 19termination, 22waiver or consent with respect to any of the following provisions of this Agreement shall be effective only by a written agreement, 25 signed by each Holder: (A) release of any Guarantor of the Obligations or 26all or a substantial portion of the Collateral (except as provided in SECTION 9.08(b)), (B) waiver of any Event of Default described in SECTION 8.01.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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 AmountAmount or LIBOR Breakage Amount or Prepayment Premium, Swap Breakage Amountif any, Net Loss or Net Gain on or in respect ofon, 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors 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 23 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect ofAmount 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, 13, 14, 19, 22, 25 17 or 2620.

Requirements. This Agreement Agreement, the Notes Documents and the Notes may be amended, and the observance of any term hereof or of the Notes Documents or the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of both Obligors the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 44A, 5, 6 or 23 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, 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 redemption (other than as provided in Sections 8.2(c) and 8.4 as in effect on the Signing Date), offer to purchase 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, Swap Breakage Amount, Net Loss or Net Gain on or in respect of, the Notes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 13, 14, 19, 22, 25 12 or 26this Section 17.