Common use of Rescission Clause in Contracts

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if any, all principal of and applicable Make-Whole Amount, if any, on any Note that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the CompanyEUR Issuer, may rescind and annul any such declaration and its consequences if (a) the Company EUR Issuer has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, and Modified Make-Whole Amount, if any, on any Note Notes and Swap Breakage Loss, if any, on any Swapped Notes, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, Modified Make-Whole Amount, if any, and all interest on such overdue principal and applicable Make-Whole AmountSwap Breakage Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holdersholder or holders of at least 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and any applicable Make-Whole Amount, if any, prepayment premium and LIBOR Breakage Amount on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable any Make-Whole Amount, if any, prepayment premium and LIBOR Breakage Amount and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if any, all principal of and applicable Make-Whole Amount, if any, on any Note and Net Loss, if any, on any Swapped Note, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and Net Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes the Debentures have automatically become due and payable or have been declared due and payable pursuant to clause (b) or (c) of Section 12.19.2, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid or deposited with the Debenture Trustees or the Paying Agent a sum sufficient to pay (i) all overdue interest on the Notes and all overdue Excess Leverage FeesDebentures, if any, (ii) all principal of and applicable Make-Whole Amountpremium, if any, on any Note Debentures that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, any acceleration under Section 9.2 and all interest on such overdue principal and applicable Make-Whole Amountpremium, if any, and (iii) to the extent permitted by applicable law, all interest on overdue installments of interest at the rate borne by the Debentures, and (iv) any overdue interest in respect all sums paid or advanced by the Debenture Trustees hereunder and the reasonable expenses, disbursements and advances of the NotesDebenture Trustees, at the Default Rate, their agents and counsel; (b) neither no judgment or decree has been entered for the Company nor payment of any other Person shall have paid any amounts which have become monies due solely by reason of such declaration, pursuant hereto or to the Debentures; and (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declarationany acceleration under Section 9.2, have been cured or have been waived pursuant to Section 17 and (d) no judgment 9.13, Section 10.1 or decree has been entered for Section 10.2, then the payment Debenture Trustees shall, upon receipt of any monies due pursuant hereto or a notice from the Holders of a majority in aggregate principal amount of the then outstanding Debentures, by written notice to the NotesIssuer, rescind or annul any acceleration under Section 9.2 and its consequences or waive any existing Default or Event of Default under this Indenture and its consequences. No rescission and rescission, annulment or waiver under this Section 12.3 9.14 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, Prepayment Premium, if any, and LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, Prepayment Premium, if any, and all interest on such overdue principal and applicable Make-Whole LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. (a) At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences including pursuant to Section 13.2(d) (other than with respect to a Subordinate Note Event of Default) if (ai) the Company has Obligors have paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anySenior Notes, all principal of and applicable Make-Whole Amount, if any, on any Note Senior Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Senior Notes, at the Default Rate, (bii) neither the Company any Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (ciii) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 18, and (div) no judgment or decree has been entered for the payment of any monies due pursuant hereto hereto, pursuant to any other Note Document or pursuant to the Senior Notes. No rescission and annulment under this Section 12.3 12.3(a) will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 (b) Upon the occurrence and during the continuance of a Subordinate Note Event of Default, provided that the Original Required Holders and the Required Holders of Subordinate Notes have notified all other holders and the Company to such effect, such Subordinate Note Purchase Agreement Event of Default shall be waived upon the terms and hereby is amended conditions as the Required Holders and restated in its entirety the Required Holders of Subordinate Notes may prescribe. No rescission and annulment under this Section 12.3(b) will extend to read as follows:or affect any subsequent Subordinate Note Event of Default.

Rescission. At any time after any Series HH Notes have been declared due and payable pursuant to clause (bSection 5.02(b) or (c) of Section 12.1), the Series HH Required Holders, by written notice to the CompanyIssuer and the Trustee, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anySeries HH Notes, all principal of and applicable Make-Whole Series HH Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, on any Note Series HH Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal, Series HH Prepayment Amount, if any, and all interest on such overdue principal and applicable Make-Whole the LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Series HH Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 and waived, (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Series HH Notes, and (d) all sums paid or advanced by the Trustee under the Original Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. No rescission and annulment under this Section 12.3 5.04 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Majority Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid or deposited pursuant to trust arrangements acceptable to the Majority Holders all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyany Notes, all principal of and applicable of, Make-Whole Amount, if any, and Swap Reimbursement Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than the non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause paragraph (b) or (c) of Section 12.1, the Required Holdersholders of more than 50% in principal amount of the Notes then outstanding, by written notice to the CompanyIssuer, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable any Make-Whole Amount, if anyprepayment premium or LIBOR Breakage Amount, as the case may be, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable any Make-Whole Amount, if anyprepayment premium or LIBOR Breakage Amount, as the case may be, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and any applicable Make-Whole Amount, if any, prepayment premium and LIBOR Breakage Amount on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable any Make-Whole Amount, if any, prepayment premium and LIBOR Breakage Amount and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holdersholders of not less than 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, Applicable Premium and LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, Applicable Premium and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the CompanyIssuer, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, and Excess Leverage Fees, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, and all interest on such overdue principal and applicable Make-Whole AmountExcess Leverage Fees, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) neither the Company Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount and Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal, Make-Whole Amount and Floating Rate Prepayment Amount, if any, and all interest on such overdue principal and applicable Make-Whole the LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable MakeYield-Whole Maintenance Amount then due and owing (as a result of prepayment pursuant to Section 8.2) and/or applicable Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable MakeYield-Whole Maintenance Amount and/or Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if consequences, and at any time after any Notes have become due and payable pursuant to clause (a) of Section 12.1, the holders of all Notes then outstanding, by written notice to the Company, may rescind acceleration of the Notes resulting from the occurrence of an Event of Default described in paragraph (h) of Section 11, if in each case (i) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (cii) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declarationdeclaration or acceleration, have been cured or have been waived pursuant to Section 17 17, and (diii) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any the Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holdersholders of not less than 51% in aggregate principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole AmountLIBOR Breakage Amount and Prepayment Premium, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole AmountLIBOR Breakage Amount and Prepayment Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the any Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Fixed Rate Notes have been declared due and payable pursuant to clause (bSection 8.2(b) or (c) of Section 12.1), the Required Fixed Rate Note Holders, by written notice to the CompanyBorrower, may rescind and annul any such declaration and its consequences if (a) the Company Borrower has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyFixed Rate Notes, all principal of and applicable Make-Whole Amount, if any, on any Note Fixed Rate Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Fixed Rate Notes, at the Default Rate, (b) neither the Company Borrower nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 10.1, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Fixed Rate Notes. No rescission and annulment under this Section 12.3 8.4 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any the Notes have automatically become due and payable or have been declared due and payable pursuant to clause (b) or (c) of Section 12.16.2, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid or deposited with the Trustees or the Paying Agent a sum sufficient to pay (i) all overdue interest on the Notes and all overdue Excess Leverage FeesNotes, if any, (ii) all principal of and applicable Make-Whole Amountpremium, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, any acceleration under Section 6.2 and all interest on such overdue principal and applicable Make-Whole Amountpremium, if any, and (iii) to the extent permitted by applicable law) any , all interest on overdue installments of interest in respect of at the rate borne by the Notes, at and (iv) all sums paid or advanced by the Default RateTrustees hereunder and the reasonable expenses, disbursements and advances of the Trustees, their agents and counsel; (b) neither no judgment or decree has been entered for the Company nor payment of any other Person shall have paid any amounts which have become monies due solely by reason of such declaration, pursuant hereto or to the Notes; and (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declarationany acceleration under Section 6.2, have been cured or have been waived pursuant to Section 17 and (d) no judgment 6.13, Section 7.1 or decree has been entered for Section 7.2, then the payment Trustees shall, upon receipt of any monies due pursuant hereto or a notice from the Holders of a majority in aggregate principal amount of the then outstanding Notes, by written notice to the NotesIssuer, rescind or annul any acceleration under Section 6.2 and its consequences or waive any existing Default or Event of Default under this Indenture and its consequences. No rescission and rescission, annulment or waiver under this Section 12.3 6.14 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 18, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.112.1 (or shall have become due and payable as provided in the Intercreditor Agreement - a "Special Acceleration"), the Required HoldersHolders (but subject to the terms of the Intercreditor Agreement in the case of a Special Acceleration), by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been Alliance Resource GP, LLC Note Purchase Agreement waived pursuant to Section 17 17, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required HoldersHolders (in the case of Section 12.1(b)) or the holder or holders of the Notes who have made such declaration (in the case of Section 12.1(c)), by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declarationdeclaration (unless such amounts have been returned to the Company or such other Person), (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, NTG 2011 Floating Rate Prepayment Amount, if any, and NTG 2011 LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, NTG 2011 Floating Rate Prepayment Amount, if any, and all interest on such overdue principal and applicable Make-Whole NTG 2011 LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time prior to the date which is 90 days after any Notes have been declared due and payable pursuant to clause paragraph (b) or (c) of Section 12.112 . 1 , the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Make - Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Make - Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, 50 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5 other than non-non - payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 19 , and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the NotesNotes . No rescission and annulment under this Section 12.3 12 . 3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12thereon . Section 14.1 12.4. No Waivers or Election of Remedies, Expenses, etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies . No right, power or remedy conferred on any holder of a Note by this Agreement, any Note or any other Financing Document shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise . Without limiting the obligations of the Original Company under Section 17 , the Company will pay to the holder of each Note Purchase Agreement on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12 , including, without limitation, reasonable attorneys’ fees, expenses and disbursements . 13. TAX INDEMNIFICATION. (a) Any and all payments under this Agreement or the Notes to or for the account of any holder of a Note shall be made free and clear of, and without deduction or withholding for or on account of, any Tax, except to the extent such deduction or withholding is required by law . If any Tax is required by law to be deducted or withheld from any such payments by the Company, the Company will make such deductions or withholding and pay to the relevant taxing authority the full amount deducted or withheld (including, without limitation, the full amount of any additional Tax required to be deducted or withheld from or otherwise paid in respect of any payment made to any holder pursuant to this Subsection (a) as provided below) before penalties attach thereto or interest accrues thereon . In the event of the imposition by or for the account of any Applicable Taxing Authority or of any Governmental Authority of any jurisdiction in which the Company resides for tax purposes or any jurisdiction from or through which the Company is making any payment in respect of any Note, other than any Governmental Authority of or in the United States of America or any political subdivision thereof or therein, of any Tax (“Indemnifiable Tax”) upon or with respect to any payments in respect of any Note, whether by withholding or otherwise, the Company hereby agrees to pay forthwith from time to time in connection with each payment on the Notes, to each holder of a Note such additional amounts as shall be required so that every payment received by such holder in respect of the Notes and every payment received by such holder under this Agreement will not, after such withholding or deduction or other payment for or on account of such Tax (including, without limitation, the full amount of any additional Indemnifiable Tax required to be deducted or withheld from or otherwise paid in respect of any additional amount paid to such holder pursuant to this Subsection (a)) and any interest or penalties relating thereto, be less than the amount due and payable to such holder in respect of such Note or under this Agreement before the assessment of such Indemnifiable Tax . In addition, the Company shall indemnify each holder of Notes for the full amount of Indemnifiable Taxes paid or required to be paid by such holder on amounts 51 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5 payable pursuant to this Agreement or the Notes and any liability (including penalties, interest and expenses) arising therefrom, together with such amounts as will result in such holder of Notes receiving the amount that would otherwise have been received by it in the absence of such Indemnifiable Taxes and the indemnification provided for herein . Except where the Company is amended required to deduct or withhold any Indemnifiable Tax, each holder of Notes, upon becoming aware of its liability (or potential liability) for any Indemnifiable Taxes, shall promptly notify the Company of such liability (or potential liability) for such Indemnifiable Taxes for which the Company is required to indemnify such holder pursuant to this Subsection (a) and restated of the amount payable to it by the Company pursuant hereto, and the Company shall pay such amounts either (x) directly to the Applicable Taxing Authority or other relevant Governmental Authority that imposed such Indemnifiable Taxes, as the case may be, on or before the date such Indemnifiable Taxes are due or (y) if such holder of Notes has already paid such Indemnifiable Taxes, to such holder of Notes within 10 days of the receipt of such notice (and, if such Indemnifiable Taxes are not paid on or before the date specified in its entirety clause (x) or within the period specified in clause (y), as the case may be, shall bear interest at the Default Rate thereafter) . Such holder of Notes shall determine the amount payable to read it, which determination shall be conclusive in the absence of manifest error, and such holder shall not be required to disclose any confidential or proprietary information in connection with such determination . Notwithstanding anything contained in this Subsection (a) to the contrary, the Company shall not be obliged to pay such amounts to any holder of a Note in respect of Indemnifiable Taxes to the extent Indemnifiable Taxes exceed the Indemnifiable Taxes that would have been payable : (i) had such holder not been a resident of Canada within the meaning of the Income Tax Act (Canada) or not used or held such Note in the course of carrying on a business in Canada within the meaning of the Income Tax Act (Canada) ; or (ii) had such holder not had any connection with Canada or any territory or political subdivision thereof other than the mere holding of a Note with the benefit of the Guarantees (or the receipt of any payments in respect thereof) or activities incidental thereto (including enforcement thereof) ; or (iii) had such holder not dealt with the Company on a non - arm’s length basis (within the meaning of the Income Tax Act (Canada)) in connection with any such payment ; or (iv) but for the delay or failure by such holder (following a written request by the Company) in the filing with an appropriate Governmental Authority or otherwise of forms, certificates, documents, applications or other reasonably required evidence (collectively “Forms”), that are required to be filed by such holder to avoid or reduce such Taxes (so long as follows:such Forms do not impose, in such holder’s reasonable determination, an unreasonable burden in time, resources or otherwise on such holder) and that in the case of any of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such holder, provided that such holder shall be deemed to have satisfied the requirements of this clause (iv) upon the good faith completion and submission of such Forms as may be 52 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required HoldersHolders (in the case of a declaration pursuant to Section 12.1(b)) or any holder who has made the declaration (in the case of a declaration pursuant to Section 12.1(c)), by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts Roanoke Gas Company Note Purchase Agreement which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable of, Make-Whole Amount, if any, Prepayment Premium, if any, and Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal, Make-Whole Amount, if any, Prepayment Premium, if any, and all interest on such overdue principal and applicable Make-Whole Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required HoldersHolders in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, Prepayment Premium, if any, and LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, Prepayment Premium, if any, and all interest on such overdue principal and applicable Make-Whole LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holdersholders of more than 50% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and any applicable Make-Whole Amount, if any, Prepayment Premium and LIBOR Breakage Amount on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, any Prepayment Premium and LIBOR Breakage Amount and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holdersholders of not less than 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, LIBOR Breakage Amount and Prepayment Premium, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, LIBOR Breakage Amount and Prepayment Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes Loans have been declared due and payable pursuant to clause (bSection 8.13(a)(ii) or (c) of Section 12.18.13(a)(iii), the Required Holders, by written notice to the Company, Lenders may rescind and annul any such declaration and its consequences if (a) the Company Borrower has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyLoans, all principal of and applicable Make-Whole Amount, if any, on any Note Loans that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amountprincipal, if any, and (to the extent permitted by applicable lawApplicable Law) any overdue interest in respect of the NotesLoans, at the Default Rate, (b) neither the Company Borrower nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 9.10, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the NotesLoans. No rescission and annulment under this Section 12.3 8.13(d) will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount and Floating Rate Prepayment Amount, if any and the LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. Note Purchase Agreement overdue Excess Leverage Feesprincipal, Make-Whole Amount and Floating Rate Prepayment Amount, if any, and all interest on such overdue principal and applicable Make-Whole the LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, Holders by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Note Notes, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, and all interest on such overdue principal and applicable Make-Whole LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Waste Connections, Inc. Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:Agreement

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 No Waivers or Election of Remedies, Expenses, etc. No course of dealing and no delay on the part of any holder in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Original Note Purchase Agreement Company under Section 15, the Company will pay to each holder on demand such further amount as shall be sufficient to cover all costs and hereby is amended expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys'fees, expenses and restated in its entirety to read as follows:disbursements.

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1SECTION 13.1, the Required Holdersholders of more than 50% in principal amount of the Notes then outstanding, by written notice to the Parent Corporation and the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 SECTION 18, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 SECTION 13.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount [or Modified Make-Whole Amount], if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount [or Modified Make-Whole Amount], if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Senior Subordinated Notes have been declared due and payable pursuant to clause Section 12.1(b), Required Holders or all (b) or (cbut not less than all) of such Holders as have declared the Senior Subordinated Notes due and payable pursuant to Section 12.1, the Required Holders12.1(b), by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anySenior Subordinated Notes, all principal of and applicable Make-Whole AmountRepayment Premium, if any, on any Note Senior Subordinated Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole AmountRepayment Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Senior Subordinated Notes, at the Default RateApplicable Interest Rate after giving effect to the proviso in such definition, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 19, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Senior Subordinated Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes and Net Loss, if any, on any Swapped Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, and all interest on such overdue principal and applicable Make-Whole AmountNet Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. -42- Section 14.1 12.4 No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Original Company under Section 15, the Company will pay to the holder of each Note Purchase Agreement on demand such further amount as shall be sufficient to cover all costs and hereby is amended expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and restated in its entirety to read as follows:disbursements. SECTION 13.

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1(but prior to enforcement being undertaken under any Finance Document), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company no Transaction Party nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 19, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At Provided that no payment has been made by DOE under the DOE Guarantee and any demand thereunder has been withdrawn, at any time after any Notes have been declared the Note becomes due and payable pursuant to clause (b) or (c) Section 5.02 of Section 12.1this Security Agreement, the Required HoldersSenior Creditors, by written notice to the CompanyIssuer and the Trustee, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest on with respect to the Notes Note (including interest accruing at the Default Rate, where applicable and all overdue Excess Leverage Feesto the extent permitted by applicable law) that is due and payable, if any, and all principal of and applicable Make-Make Whole Amount, if any, on any the Note that are is due and payable and are is unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 16 and Section 23 of the Note Purchase Agreement and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the NotesNote. No rescission and annulment under this Section 12.3 will 5.03 shall extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, TYY 2011 Floating Rate Prepayment Amount, if any, and TYY 2011 LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, TYY 2011 Floating Rate Prepayment Amount, if any, and all interest on such overdue principal and applicable Make-Whole TYY 2011 LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note and Net Loss, if any, on any Swapped Note, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, and all interest on such overdue principal and applicable Make-Whole AmountNet Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, or Prepayment Premium, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, and all interest on such overdue principal and applicable Make-Whole Amountor Prepayment Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the CompanyIssuer, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest and Leverage Ratio Increase Fees on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest and Leverage Ratio Increase Fees in respect of the Notes, at the Default Rate, (b) neither the Company Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.121.18. Section 14.1 of the Original Note Purchase Agreement shall be is hereby amended by inserting “and Leverage Ratio Increase Fees” immediately following the reference to “interest” contained therein. 1.19. Section 14.2 of the Note Agreement is hereby amended by inserting “, Leverage Ratio Increase Fees” immediately following the first reference to “interest” contained therein. 1.20. Section 22.5 of the Note Agreement is hereby amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if any, all principal of and applicable Make-Whole Amount, if any, on any Note that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holdersholders of not less than 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has Issuers have paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, LIBOR Breakage Amount, Swap Breakage Amount and Prepayment Premium, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, LIBOR Breakage Amount, Swap Breakage Amount and Prepayment Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company Issuers nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holdersholders of not less than 66-2/3% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) if the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) if all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 and 17, (dc) if no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the NotesNotes and (d) if any Note has been declared due and payable pursuant to clause (c) of Section 12.1, then each holder which has so declared the Notes held by it to be due and payable shall have concurred in such decision to so rescind and annul such declaration and its consequences and if any such holder which has so declared its Notes to be due and payable has not so concurred in such rescission and annulment, then the Notes held by such holder shall, notwithstanding such rescission and annulment, remain due and payable. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. .c2. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the CompanyIssuer, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes and Swap Breakage Loss, if any, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, and all interest on such overdue principal and applicable Make-Whole AmountSwap Breakage Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) neither the Company Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Floating Rate Prepayment Amount, if any, and all interest on such overdue principal and applicable Make-Whole LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and Kxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement all interest on such overdue Excess Leverage Feesprincipal, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and of, applicable Make-Whole Amount, if any, Modified Make-Whole Amount, if any, Change of Control Premium and Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal, the Make-Whole Amount, if any, and all interest on such overdue principal and applicable Modified Make-Whole Amount, if any, Change of Control Premium and Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto hereto, to any Supplement or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holdersholders of not less than 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which that have become due solely by reason of such UTI Worldwide Inc. Note Purchase Agreement declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Make‑Whole Amount, if any, TTP 2011 Floating Rate Prepayment Amount, if any, and TTP 2011 LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make‑Whole Amount, if any, TTP 2011 Floating Rate Prepayment Amount, if any, and all interest on such overdue principal and applicable Make-Whole TTP 2011 LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause paragraph (b) or (c) of Section 12.1, the Required Holders, Holders by written notice no­tice to the CompanyCom­pany, may rescind re­scind and annul any such declaration dec­laration and its consequences con­se­quences if (a) the Company has paid all overdue interest inter­est on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal prin­cipal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declarationdeclara­tion, and all interest on such overdue Excess Leverage Fees, if any, and all interest inter­est on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted per­mitted by applicable applic­able law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment pay­ment of amounts that have become due solely by reason of such declarationdeclara­tion, have been cured or have been waived pursuant pur­suant to Section 17 Sec­tion 17, and (dc) no judgment judg­ment or decree de­cree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission re­scission and annulment annul­ment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent conse­quent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Majority Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid or deposited pursuant to trust arrangements acceptable to the Majority Holders all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyany Notes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and Swap Reimbursement Amount, if any, and Swap Reimbursement Amount, if any (or, if applicable, less any Net Gain in accordance with Section 8.6(c)(ii)) and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than the non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required HoldersHolders or, if the Notes have been declared due and payable pursuant to Section 12.1(c) by any holder or holders of Notes, such holder or holders, as the case may be, by written -39- notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has Obligors have paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company any Obligor nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount or Prepayment Settlement Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount or Prepayment Settlement Amount and Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section SECTION 12.1, the Required Holdersholders of not less than 51% in principal amount of the Notes then outstanding, by written notice to the CompanyIssuer, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any such overdue interest in respect of the Notes, Notes at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section SECTION 17 and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section SECTION 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if any, all principal of and applicable Make-Whole Amount, if any, on any Note and Net Loss, if any, on any Swapped Note, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and Net Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has Obligors have paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company Obligors nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 19, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, Floating Rate Prepayment Amount, if any, and all interest on such overdue principal and applicable Make-Whole LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Tortoise MLP Fund, Inc. Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:Agreement

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Parent Guarantor or the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 19, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause Section 12.01 (b) or (c) of Section 12.1other than pursuant to the provisos set forth therein), the Required HoldersPurchasers, by written notice to the CompanyIssuer, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Mandatory Redemption Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Mandatory Redemption Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 13.01, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 12.03 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.111.1, the Required Holders, Holders by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note the Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if anyprincipal, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 16, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 11.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12(a) No Waivers or Election of Remedies, Expenses, etc. Section 14.1 No course of dealing and no delay on the part of any Holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such Holder's rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any Holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Original Company under Section 14, the Company will pay to the holder of each Note Purchase Agreement on demand such further amount as shall be sufficient to cover all costs and hereby is amended expenses of such Holder incurred in any enforcement or collection under this Section 11.4, including, without limitation, reasonable attorneys' fees, expenses and restated in its entirety to read as follows:disbursements.

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage FeesFee, if any, on the Notes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal, Excess Leverage FeesFee, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes and Net Loss, if any, on any Swapped Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, and all interest on such overdue principal and applicable Make-Whole AmountNet Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest 40 on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Make‑Whole Amount, if any, NTG 2014 Floating Rate Prepayment Amount, if any, and NTG 2014 LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make‑Whole Amount, if any, NTG 2014 Floating Rate Prepayment Amount, if any, and all interest on such overdue principal and applicable Make-Whole NTG 2014 LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Floating Rate Prepayment Amount, if any, and all interest on such overdue principal and applicable Make-Whole LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Tortoise MLP Fund, Inc. Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:Agreement

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holdersholders of not less than 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, Applicable Premium and LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, Applicable Premium and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Graybar Electric Company, Inc.Private Shelf Agreement Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holdersholders of not less than 60% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole the Make‑Whole Amount, if any, and Swap Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and the Make‑Whole Amount, if any, and all interest on such overdue principal and applicable Make-Whole Swap Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Sensient Technologies Corporation Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:Agreement

Rescission. At any time after any Notes have been declared due and payable payable: (a) pursuant to to, and as provided in, clause (b) of Section 12.1, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may; or (b) pursuant to, and as provided in, clause (c) of Section 12.1, the Required Holdersholder or holders of such Notes that have declared such Notes to be due and payable because of an Event of Default described in clause (a) or clause (b) of Section 11 may, by written notice to the Company, may rescind and annul any such declaration and its consequences if (ai) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of any Series of the Notes, at the Default RateRate for such Series, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (cii) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (diii) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.115.1, the Required Holdersholders of not less than 66 2/3% in principal amount of the Amended 1996 Notes then outstanding, 61% in principal amount of the Amended 1999 Notes then outstanding, or 61% in principal amount of the Amended 2000 Notes then outstanding, as the case may be, without regard to Series, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Amended 1996 Notes, Amended 1999 Notes and all overdue Excess Leverage Feesor Amended 2000 Notes, if anyas the case may be, all principal of and applicable Make-Whole Amount, if any, on any Note the Amended 1996 Notes, Amended 1999 Notes or Amended 2000 Notes, as the case may be, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Amended 1996 Notes, Amended 1999 Notes or Amended 2000 Notes, as the case may be, at the applicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment nonpayment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 20, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Amended 1996 Notes, Amended 1999 Notes or Amended 2000 Notes, as the case may be. No rescission and annulment under this Section 12.3 15.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, Holders by written notice to the CompanyCo-Issuers, may rescind and annul any such declaration and its consequences if (a) the Company has Co-Issuers have paid all overdue interest on the Notes and of all overdue Excess Leverage Fees, if anySeries, all principal of and applicable Make-Whole Amount, if any, on any Note the Notes of all Series and all other amounts that are due and payable and are unpaid under the Transaction Documents other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the NotesNotes of all Series, at the respective Default Rate, (b) neither the Company Co-Issuers nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and DefaultsDefaults with respect to any Series of Notes, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the NotesNotes of any series. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default for or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Parent Guarantor and the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount or Swap Reimbursement Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount or Swap Reimbursement Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 and 18, (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the NotesNotes and (e) no holder of Swapped Notes has terminated a Swap or, if such holder of Swapped Notes has terminated a Swap, it has not incurred any Net Loss or Swap Breakage Amount or other costs or expenses and would not need to incur any other costs or expenses that have not been (or been agreed to be) reimbursed or compensated for by the Obligors so as to put such holder in the same position as if such Notes had not been declared due and payable and such Swap had not been terminated. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, TYG 2011 Floating Rate Prepayment Amount, if any, and TYG 2011 LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, TYG 2011 Floating Rate Prepayment Amount, if any, and all interest on such overdue principal and applicable Make-Whole TYG 2011 LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holdersholders of not less than 51% of the Notes then outstanding (measured based on the principal amount thereof in the case of the Series A Notes and Accreted Value thereof in the case of the Series B Notes), by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate or Adjusted Default Interest Rate, as applicable, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount and the Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal, Make-Whole Amount and Floating Rate Prepayment Amount, if any, and all interest on such overdue principal and applicable Make-Whole the LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes Replacement Bonds have been declared due and payable pursuant to Section 13.2(a) hereof (other than by reason of an Event of Default under clause (bg) or (ch) of Section 12.113.1 hereof), the Required HoldersBondholders, by unanimous written notice consent to the Issuer, the Collateral Trustee and the Company, may rescind and annul any such declaration and its consequences if (ai) the Company has there shall have been paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyReplacement Bonds, all principal of and applicable Make-Whole AmountPremium, if any, on any Note Replacement Bonds that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole AmountPremium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the NotesReplacement Bonds, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (cii) all Events of Default and Potential Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 16.5 hereof, and (diii) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the NotesReplacement Bonds. No rescission and annulment under this Section 12.3 13.2(c) will extend to or affect any subsequent Event of Default or Potential Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holdersholders of not less than 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable any Make-Whole Amount, if any, Premium or Breakage Cost Obligation on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable any Make-Whole Amount, if any, Premium or Breakage Cost Obligation and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required HoldersHolders (in the case of Section 12.1(b)) or the holder or holders of the Notes who have made such declaration (in the case of Section 12.1(c)), by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declarationdeclaration (unless such amounts have been returned to the Company or such other Person), (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the CompanyIssuer, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, and Excess Leverage Fees, if any, and Change in Control Prepayment Fees, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole AmountChange in Control Prepayment Fees, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) neither the Company Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note and Net Loss, if any, on any Swapped Notes, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and Net Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.114.1(b), the Required Holdersholders of not less than 50.1% in principal amount of the Notes then outstanding, by written notice to the CompanyAuthority, may rescind and annul any such declaration and its consequences if (a) the Company Authority has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Breakage Costs, Make-Whole AmountAmount and Applicable Premium, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Breakage Costs, Make-Whole AmountAmount and Applicable Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company Authority nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment nonpayment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 19, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 14.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable and, if applicable, Make-Whole Amount, if anyAmounts or Modified Make-Whole Amounts, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Original Company under Section 16, the Company will pay to the holder of each Note Purchase Agreement on demand such further amount as shall be sufficient to cover all reasonable and hereby is amended documented costs and restated expenses of such holder incurred in its entirety to read as follows:any enforcement or collection under this Section 12, including, without limitation, reasonable and documented attorneys’ fees, expenses and disbursements.

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holdersholders of not less than 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has Obligors have paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 12.4. No Waivers or Election of Remedies, Expenses, etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Original Obligors under Section 15, the Obligors will pay to the holder of each Note Purchase Agreement on demand such further amount as shall be sufficient to cover all costs and hereby is amended expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and restated in its entirety to read as follows:disbursements. SECTION 13.

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, Holders by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Note Notes, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, and all interest on such overdue principal and applicable Make-Whole LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.114.1(b), the Required Holdersholders of not less than 50.1% in principal amount of the Notes then outstanding, by written notice to the CompanyAuthority, may rescind and annul any such declaration and its consequences if (a) the Company Authority has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable [Breakage Costs,] Make-Whole AmountAmount and Applicable Premium, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable [Breakage Costs,] Make-Whole AmountAmount and Applicable Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company Authority nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment nonpayment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 19, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 14.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Make‑Whole Amount, Applicable Premium and LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Make‑Whole Amount, Applicable Premium and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any the Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holdersholders of not less than 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company each Issuer has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole AmountAmount or Modified Make-Whole Amount or Net Loss, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole AmountAmount or Modified Make-Whole Amount or Net Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company any Issuer nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause paragraph (b) or (c) of Section 12.1, the Required Holdersholders of not less than 66 2/3% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (aA) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (cB) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (dC) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred on any holder of a Note by this Agreement, any Note or any other Financing Document shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Original Company under Section 15, the Company will pay to the holder of each Note Purchase Agreement on demand such further amount as shall be sufficient to cover all costs and hereby is amended expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys' fees, expenses and restated in its entirety to read as follows:disbursements.

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount or Modified Make-Whole Amount, if any, on any Note Notes and Net Loss, if any, on any Swapped Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount or Modified Make-Whole Amount, if any, and all interest on such overdue principal and applicable Make-Whole AmountNet Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause Section 12.1(a), (b) or (c) of Section 12.1), the Required Majority Holders, by written notice to the CompanyObligors and the Agent, may rescind and annul any such declaration and its consequences if (a) the Company has Obligors have paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default Default, Termination Events and Potential Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 Article 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 12.2 will extend to or affect any subsequent Event of Default Default, Termination Event or Potential Default or impair any right consequent thereon. 1.12. Section 14.1 No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any Holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such Holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, any Collateral Document or any Note upon any Holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Original Company under Article 15, the Company will pay to the Holder of each Note Purchase Agreement on demand such further amount as shall be sufficient to cover all costs and hereby is amended expenses of such Holder incurred in any enforcement or collection under this Article 12, including, without limitation, reasonable attorneys’ fees, expenses and restated in its entirety to read as follows:disbursements.

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holdersholders of more than 50% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Premium Amount, if any, and LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Premium Amount, if any, and all interest on such overdue principal and applicable Make-Whole LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, and Prepayment Settlement Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, and all interest on such overdue principal and applicable Make-Whole Prepayment Settlement Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if any, all principal of and applicable Make-Whole Amount, if any, on any Note Note, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Floating Rate Prepayment Amount, if any, and all interest on such overdue principal and applicable Make-Whole LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Xxxxxxxx Xxxxxx Infrastructure Corporation Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:Agreement

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if any, all principal of and applicable Make-Whole Amount, if any, on any Note Note, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Amount, if any, Series A Prepayment Amount, if any, and LIBOR Breakage Amount, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Feesprincipal and Make-Whole Amount, if any, Series A Prepayment Amount, if any, and all interest on such overdue principal and applicable Make-Whole LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (bSection 12.1(b) or (c) of Section 12.1), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes and all overdue Excess Leverage Fees, if anyNotes, all principal of and applicable Make-Whole Make‑Whole Amount, Modified Make‑Whole Amount or Swap Breakage Loss, if any, on any Note Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Make‑Whole Amount, Modified Make‑Whole Amount or Swap Breakage Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows: