Common use of Written Modifications Clause in Contracts

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority Investors; provided, however, that -------- ------- (a) the consent of the Majority Other Holders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Other Shares as such under this Agreement, (b) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Shares as such under this Agreement (d) the consent of holders of a majority of the Shares originally issued to the NatWest Investors and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Subject to clauses (a) and (b), this Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waivedwaived (an “Amendment”), only by an agreement in writing signed by the Majority Investors; provided, however, that -------- -------General Partner and Holdings. (a) the The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on the rights or obligations of holders of Management Securities under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(a). The consent of a Majority Other Holders in Interest of the Management Securities held by Managers shall be required for any amendmentSpecified Amendment that, modificationin any material respect, extensionadversely affects the rights or materially increases the obligations of holders of any type or class of Management Securities under this Agreement, termination provided that if such Specified Amendment is being adopted in contemplation of, or waiver which has in connection with, the proposed sale of one of the Businesses, the consent of a material adverse effect on Majority in Interest of the Management Securities held by Managers then employed by such Business also shall be required. (b) The consent of a Majority in Interest of the Other Investor Interests shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Shares as such under this Agreement, (b) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Shares Investor Interests as such under this Agreement (d) provided, that it is understood and agreed that, for the consent purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders will not be deemed to “materially and adversely discriminate against” the holders of a majority Other Investor Interests as such simply because holders of Other Investor Interests (i) own or hold more or less Interests than any other Interest Holders, (ii) invested more or less money in the Shares originally issued to the NatWest Investors and the MCM Managers shall be required for Partnership or its direct or indirect subsidiaries than any amendment, modification, extension, termination other Interest Holders or waiver which has a material adverse effect on their (iii) have greater or lesser voting rights or powers than any other Interest Holders); provided, however, that any such Amendment that would disproportionately and adversely affect the rights or increase the obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendmentInvestor hereunder, modification, extension, termination or waiver which has a material adverse effect on in its capacity as an Investor without similarly affecting the rights or obligations hereunder of all Investors of the holders same class, in their capacities as Investors, as the case may be, shall not be effective as to such Investor without such Investor’s prior written consent. A copy of Lender Shares as each such under this Agreement. Each such amendment, modification, extension, termination Amendment shall be sent to each Interest Holder and waiver Stockholder and shall be binding upon each party hereto and each holder of Shares Securities subject heretohereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Shares Securities subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority InvestorsStockholders; provided, however, that -------- ------- (a) the consent of the Majority Other Holders Founders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on (an “Amendment”) that discriminates against rights of the rights Founders specifically or obligations of against the holders of Other Founder Shares as such under this Agreement, (b) the consent of the Majority Managers Quadrangle Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on Amendment that discriminates against the rights of the Quadrangle Investors specifically or obligations of against the holders of Management Quadrangle Investor Shares as such under this Agreement, Agreement and (c) the consent of the Majority Employees Other Investors shall be required for any amendment, modification, extension, termination Amendment that discriminates against the rights of the Other Investors specifically or waiver which has a material adverse effect on rights or obligations of against the holders of Employee Shares as such under this Agreement (d) the consent of holders of a majority of the Shares originally issued to the NatWest Investors and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Other Investor Shares as such under this Agreement. In addition, any Amendment that amends provisions relating to restrictions on Transfer of Shares that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendment. Each such amendment, modification, extension, termination and waiver Amendment shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 6.2, any Amendment to the definitions used in such Section shall also require the specified consent.

Written Modifications. This Except as provided in the second sentence of this Section 7.2, this Agreement may be amended, modified, --------------------- extended extended, terminated or terminated, and the provisions hereof may be waivedwaived (“Amendment”), only by an agreement in writing signed by the Company and the Majority Investors; provided, however, that -------- ------- Principal Investors (a) or Holders holding a majority of the shares of Class A Stock Holders party hereto if there are no Principal Investors remaining). The consent of a Majority in Interest of the Majority Other Holders Bank Investor Shares shall be required for any amendmentAmendment that, modificationby its terms, extension, termination or waiver which has a material adverse effect on the rights or obligations of Discriminates against the holders of Other Bank Investor Shares as such under this Agreement, (b) and the consent of the Majority Managers any holder of Bank Investor Shares shall be required for any amendmentAmendment that, modificationby its terms, extensionDiscriminates against such holder of Bank Investor Shares as such (compared to other holders of Bank Investor Shares) under this Agreement; provided that it is understood and agreed that, termination for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be deemed to Discriminate against the holders of Bank Investor Shares as such simply because holders of Bank Investor Shares (i) own or waiver which has a material adverse effect on hold more or less Shares than any other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders or (iii) have greater or lesser voting rights or obligations powers than any other Stockholders. The consent of a Majority in Interest of the Other Investor Shares shall be required for any Amendment that Discriminates against the holders of Other Investor Shares as such under this Agreement; provided that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Holders will not be deemed to “Discriminate against” the holders of Other Investor Shares as such simply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Holder, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Holder, or (iii) have greater or lesser voting rights or powers than any other Holders. The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Amendment that, by its terms, Discriminates against the holders of Management Shares as such under this Agreement; provided that it is understood and agreed that, (c) for the consent purposes of the Majority Employees shall interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of deemed to Discriminate against the holders of Employee Management Shares as such under this Agreement (d) the consent of simply because holders of a majority Management Shares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders, or (iii) have greater or lesser voting rights or powers than any other Stockholders. A copy of the Shares originally issued to the NatWest Investors and the MCM Managers each such Amendment shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement sent to each Holder and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder except to the extent otherwise required by law; provided that the failure to deliver a copy of Shares subject heretosuch Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent. Notwithstanding anything to the contrary herein, transferees or purchasers of Shares or Convertible Securities (including in connection with a Strategic Investor Transaction) that have complied with the provisions of Section 2 hereof or Sections 3 and 4 of the Stockholders Agreement shall be added as parties to this Agreement without obtaining any additional consent of the parties hereto.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority InvestorsStockholders; provided, however, that -------- ------- (a) the consent of the Majority Other Holders Founders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on (an “Amendment”) that discriminates against rights of the rights Founders specifically or obligations of against the holders of Other Founder Shares as such under this Agreement, (b) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on Amendment that discriminates against the rights of the Managers specifically or obligations of against the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees Quadrangle Investors shall be required for any amendment, modification, extension, termination Amendment that discriminates against the rights of the Quadrangle Investors specifically or waiver which has a material adverse effect on rights or obligations of against the holders of Employee Quadrangle Investor Shares as such under this Agreement and (d) the consent of holders of a majority of the Shares originally issued to the NatWest Majority Other Investors and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their Amendment that discriminates against the rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination Other Investors specifically or waiver which has a material adverse effect on the rights or obligations of against the holders of Lender Other Investor Shares as such under this Agreement. In addition, any Amendment that amends provisions relating to restrictions on Transfer of Shares that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendment. Each such amendment, modification, extension, termination and waiver Amendment shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 6.2, any Amendment to the definitions used in such Section shall also require the specified consent.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority InvestorsCompany and holders of a majority of Shares subject to this Agreement; provided, however, that -------- ------- (a) the consent of the Majority Other Holders THL Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on (an “Amendment”) that discriminates against the rights of the THL Investors specifically or obligations of against the holders of Other THL Investor Shares as such under this Agreement, (b) the consent of the Majority Managers Quadrangle Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on Amendment that discriminates against the rights of the Quadrangle Investors specifically or obligations of against the holders of Management Quadrangle Investor Shares as such under this Agreement, (c) the consent of the Majority Employees Other Investors shall be required for any amendment, modification, extension, termination Amendment that discriminates against the rights of the Other Investors specifically or waiver which has a material adverse effect on rights or obligations of against the holders of Employee Other Investor Shares as such under this Agreement and (d) the consent of holders of a majority of the Shares originally issued to the NatWest Investors and the MCM Managers Majority Founders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their Amendment that discriminates against rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination Founders specifically or waiver which has a material adverse effect on the rights or obligations of against the holders of Lender Founder Shares as such under this Agreement. In addition, any Amendment that amends the provisions of Sections 3 or 5 relating to restrictions on Transfer of Shares in a manner that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or to participate in registered offerings of Shares or in other offerings of Shares by the Company in a manner that is adverse in any material respect to any Investor or Founder, will require the approval of each Investor or Founder that would be adversely affected in any material respect by such Amendment. Each such amendment, modification, extension, termination and waiver shall Amendment that is approved as provided in this Section 6.2 will be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Except as provided in clauses (a) through (c) below, this Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Investors; provided, however, that -------- -------Principal Investors (or Stockholders holding a majority of the shares of Class A Stock held by Stockholders party hereto if there are no Principal Investors remaining). (a) the The consent of the Majority Other Holders Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which has requires the approval of the Requisite Principal Investors. (b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a disproportionate adverse effect on the rights of holders of Management Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 10.2(b). The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights of holders of Management Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the SDS Businesses, the consent of a Majority in Interest of the Management Shares held by Managers then employed by such SDS Business shall be required. (c) The consent of a Majority in Interest of the Other Investor Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Shares as such under this Agreement, (b) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Investor Shares as such under this Agreement (d) provided, that it is understood and agreed that, for the consent purposes of holders of a majority of the Shares originally issued interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be deemed to the NatWest Investors “materially and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of adversely discriminate against” the holders of Lender Other Investor Shares as such under this Agreementsimply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders or (iii) have greater or lesser voting rights or powers than any other Stockholders). Each A copy of each such amendment, modification, extension, termination Amendment shall be sent to each Stockholder and waiver shall be binding upon each party hereto and each holder of Shares subject heretohereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 10.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority InvestorsCompany and holders of a majority of Shares subject to this Agreement; provided, however, that -------- ------- (a) the consent of the Majority Other Holders THL Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on (an “Amendment”) that discriminates against the rights of the THL Investors specifically or obligations of against the holders of Other THL Investor Shares as such under this Agreement, (b) the consent of the Majority Managers Quadrangle Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on Amendment that discriminates against the rights of the Quadrangle Investors specifically or obligations of against the holders of Management Quadrangle Investor Shares as such under this Agreement, (c) the consent of the Majority Employees Other Investors shall be required for any amendment, modification, extension, termination Amendment that discriminates against the rights of the Other Investors specifically or waiver which has a material adverse effect on rights or obligations of against the holders of Employee Other Investor Shares as such under this Agreement Agreement, (d) the consent of holders of a majority of the Shares originally issued to the NatWest Investors and the MCM Managers Majority Founders shall be required for any amendment, modification, extension, termination Amendment that discriminates against rights of the Founders specifically or waiver which has a material adverse effect on their rights or obligations against the holders of Founder Shares as such under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on Amendment that discriminates against the rights of the Managers specifically or obligations of against the holders of Lender Management Shares as such under this Agreement. In addition, any Amendment that reduces (at any time prior to the Initial Public Offering) the number of directors that any Stockholder or Stockholder Group is entitled to designate or elect pursuant to Section 2.1 in a manner that is adverse in any material respect to any Investor, that amends the provisions of Sections 3, 5, 6 or 9 relating to restrictions on Transfer of Shares in a manner that is adverse in any material respect to any Investor or Founder, that amends the tag-along or drag-along provisions of Sections 4.1 and 4.2 in a manner that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or to participate in registered offerings of Shares or in other offerings of Shares by the Company in a manner that is adverse in any material respect to any Investor or Founder, will require the approval of each Investor or Founder that would be adversely affected in any material respect by such Amendment. Each such amendment, modification, extension, termination and waiver shall Amendment that is approved as provided in this Section 10.2 will be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Except as provided in clauses (a) through (c) below, this Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Investors; provided, however, that -------- -------Principal Investors (or Registration Rights Stockholders holding a majority of the shares of Class A Stock held by Registration Rights Stockholders party hereto if there are no Principal Investors remaining). (a) the The consent of the Majority Other Holders Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which has requires the approval of the Requisite Principal Investors. (b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a disproportionate adverse effect on the rights of holders of Management Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 8.2(b). The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights of holders of Management Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the SDS Businesses, the consent of a Majority in Interest of the Management Shares held by Managers then employed by such SDS Business shall be required. (c) The consent of a Majority in Interest of the Other Investor Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Shares as such under this Agreement, (b) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Investor Shares as such under this Agreement (d) provided, that it is understood and agreed that, for the consent purposes of holders of a majority of the Shares originally issued interpreting and enforcing this amendment and waiver provision, Amendments that affect all Registration Rights Stockholders will not be deemed to the NatWest Investors “materially and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of adversely discriminate against” the holders of Lender Other Investor Shares as such under this Agreementsimply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Registration Rights Stockholder, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Registration Rights Stockholder or (iii) have greater or lesser voting rights or powers than any other Registration Rights Stockholders). Each A copy of each such amendment, modification, extension, termination Amendment shall be sent to each Registration Rights Stockholder and waiver shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject heretohereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 8.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. This Except as provided in clauses (a) through (c) below, this Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Investors; provided, however, that -------- -------Principal Investors (or Stockholders holding a majority of the shares of Class A Stock held by Stockholders party hereto if there are no Principal Investors remaining). (a) the The consent of the Majority Other Holders Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which has requires the approval of the Requisite Principal Investors. (b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a disproportionate adverse effect on the rights of holders of Management Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 10.2(b). The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights of holders of Management Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Shares held by Managers then employed by such Business shall be required. (c) The consent of a Majority in Interest of the Other Investor Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Shares as such under this Agreement, (b) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Investor Shares as such under this Agreement (d) provided, that it is understood and agreed that, for the consent purposes of holders of a majority of the Shares originally issued interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be deemed to the NatWest Investors “materially and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of adversely discriminate against” the holders of Lender Other Investor Shares as such under this Agreementsimply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders or (iii) have greater or lesser voting rights or powers than any other Stockholders). Each A copy of each such amendment, modification, extension, termination Amendment shall be sent to each Stockholder and waiver shall be binding upon each party hereto and each holder of Shares subject heretohereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 10.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. This Except as provided in the second sentence of this Section 8.2, this Agreement may be amended, modified, --------------------- extended extended, terminated or terminated, and the provisions hereof may be waivedwaived (“Amendment”), only by an agreement in writing signed by the Company and the Majority Investors; provided, however, that -------- ------- Principal Investors (a) or Stockholders holding a majority of the shares of Class A Stock held by Stockholders party hereto if there are no Principal Investors remaining). The consent of a Majority in Interest of the Majority Other Holders Bank Investor Shares shall be required for any amendmentAmendment that, modificationby its terms, extension, termination or waiver which has a material adverse effect on the rights or obligations of Discriminates against the holders of Other Bank Investor Shares as such under this Agreement, (b) and the consent of the Majority Managers any holder of Bank Investor Shares shall be required for any amendmentAmendment that, modificationby its terms, extensionDiscriminates against such holder of Bank Investor Shares as such (compared to other holders of Bank Investor Shares) under this Agreement; provided that it is understood and agreed that, termination or for the purposes of interpreting and enforcing this amendment and waiver which has a material adverse effect on the rights or obligations of provision, Amendments that affect all Stockholders will not be deemed to Discriminate against the holders of Management Bank Investor Shares as such simply because holders of Bank Investor Shares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders or (iii) have greater or lesser voting rights or powers than any other Stockholders. The consent of a Majority in Interest of the Other Investor Shares shall be required for any Amendment that, by its terms, Discriminates against the holders of Other Investor Shares as such under this Agreement; provided that it is understood and agreed that, (c) for the consent purposes of the Majority Employees shall interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of deemed to Discriminate against the holders of Employee Other Investor Shares as such under this Agreement (d) the consent of simply because holders of a majority Other Investor Shares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders or (iii) have greater or lesser voting rights or powers than any other Stockholders. A copy of the Shares originally issued to the NatWest Investors and the MCM Managers each such Amendment shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement sent to each Stockholder and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject heretohereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Amendment that, by its terms, Discriminates against the holders of Management Shares as such under this Agreement; provided that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be deemed to Discriminate against the holders of Management Shares as such simply because holders of Management Shares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders, or (iii) have greater or lesser voting rights or powers than any other Stockholders. A copy of each such Amendment shall be sent to each Stockholder and shall be binding upon each party hereto and each holder of Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 8.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent. Notwithstanding anything to the contrary herein, transferees or purchasers of Shares or Convertible Securities (including in connection with a Strategic Investor Transaction) that have complied with the provisions of Sections 3 and 4 hereof or Section 2 of the Participation, Registration Rights and Coordination Agreement shall be added as parties to this Agreement without obtaining any additional consent of the parties hereto

Written Modifications. This Except as provided in clauses (a) through (c) below, this Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Investors; provided, however, that -------- -------Principal Investors (or Registration Rights Stockholders holding a majority of the shares of Class A Stock held by Registration Rights Stockholders party hereto if there are no Principal Investors remaining). (a) the The consent of the Majority Other Holders Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which has requires the approval of the Requisite Principal Investors. (b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a disproportionate adverse effect on the rights of holders of Management Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 8.2(b). The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights of holders of Management Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Shares held by Managers then employed by such Business shall be required. (c) The consent of a Majority in Interest of the Other Investor Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Shares as such under this Agreement, (b) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Investor Shares as such under this Agreement (d) provided, that it is understood and agreed that, for the consent purposes of holders of a majority of the Shares originally issued interpreting and enforcing this amendment and waiver provision, Amendments that affect all Registration Rights Stockholders will not be deemed to the NatWest Investors “materially and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of adversely discriminate against” the holders of Lender Other Investor Shares as such under this Agreementsimply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Registration Rights Stockholder, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Registration Rights Stockholder or (iii) have greater or lesser voting rights or powers than any other Registration Rights Stockholders). Each A copy of each such amendment, modification, extension, termination Amendment shall be sent to each Registration Rights Stockholder and waiver shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject heretohereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 8.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. This Except as provided in clauses (a) through (c) below, this Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Investors; provided, however, that -------- -------Principal Investors (or Stockholders holding a majority of the shares of Class A Stock held by Stockholders party hereto if there are no Principal Investors remaining). (a) the The consent of the Majority Other Holders Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which has requires the approval of the Requisite Principal Investors. (b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a disproportionate adverse effect on the rights of holders of Management Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 9.2(b). The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights of holders of Management Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Shares held by Managers then employed by such Business shall be required. (c) The consent of a Majority in Interest of the Other Investor Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Shares as such under this Agreement, (b) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Investor Shares as such under this Agreement (d) provided, that it is understood and agreed that, for the consent purposes of holders of a majority of the Shares originally issued interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be deemed to the NatWest Investors “materially and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of adversely discriminate against” the holders of Lender Other Investor Shares as such under this Agreementsimply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders or (iii) have greater or lesser voting rights or powers than any other Stockholders). Each A copy of each such amendment, modification, extension, termination Amendment shall be sent to each Stockholder and waiver shall be binding upon each party hereto and each holder of Shares subject heretohereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 9.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority InvestorsStockholders; provided, however, that -------- ------- (a) the consent of the Majority Other Holders HTM Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Other HTM Shares as such under this Agreement, (b) the consent of the Majority SMTC Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement (d) the consent of the Majority Qualtron Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Qualtron Shares as such under this Agreement and (e) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Shares as such under this Agreement (d) the consent of holders of a majority of the Shares originally issued to the NatWest Investors and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Except as provided in the second sentence of this Section 7.2 and subject to the relevant provisions of any other Transaction Agreement, this Agreement may be amended, modified, --------------------- extended extended, terminated or terminated, and the provisions hereof may be waivedwaived (“Amendment”), only by an agreement in writing signed by the Company and the Majority Investors; provided, however, that -------- ------- PITV Investors (a) or Holders holding a majority of the shares of Common Stock held by Holders party hereto if there are no PITV Investors remaining). The consent of the Majority Other Holders Televisa shall be required for any amendmentAmendment that, modificationby its terms, extensionDiscriminates against Televisa or any of the Televisa Investors under this Agreement. The consent of a Majority in Interest of the Bank Investor Shares shall be required for any Amendment that, termination or waiver which has a material adverse effect on the rights or obligations of by its terms, Discriminates against the holders of Other Bank Investor Shares as such under this Agreement, (b) and the consent of the Majority Managers any holder of Bank Investor Shares shall be required for any amendmentAmendment that, modificationby its terms, extensionDiscriminates against such holder of Bank Investor Shares as such (compared to other holders of Bank Investor Shares) under this Agreement; provided that it is understood and agreed that, termination for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Holders will not be deemed to Discriminate against the holders of Bank Investor Shares as such simply because holders of Bank Investor Shares (i) own or waiver which has a material adverse effect on hold more or less Shares than any other Holders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Holders or (iii) have greater or lesser voting rights or obligations powers than any other Holders. The consent of a Majority in Interest of the Other Investor Shares shall be required for any Amendment that Discriminates, by its terms, against the holders of Other Investor Shares as such under this Agreement; provided that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Holders will not be deemed to Discriminate against the holders of Other Investor Shares as such simply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Holder, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Holder, or (iii) have greater or lesser voting rights or powers than any other Holders. The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Amendment that, by its terms, Discriminates against the holders of Management Shares as such under this Agreement; provided that it is understood and agreed that, (c) for the consent purposes of the Majority Employees shall interpreting and enforcing this amendment and waiver provision, Amendments that affect all Holders will not be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of deemed to Discriminate against the holders of Employee Management Shares as such under this Agreement (d) the consent of simply because holders of a majority Management Shares (i) own or hold more or less Shares than any other Holders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Holders, or (iii) have greater or lesser voting rights or powers than any other Holders. A copy of the Shares originally issued to the NatWest Investors and the MCM Managers each such Amendment shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement sent to each Holder and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject heretohereto except to the extent otherwise required by applicable Law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by all of the Majority Lead Investors; provided, however, that -------- ------- (a) the consent of the Majority Other Holders shall Co-Investors will be required for any amendment, modification, extension, termination or waiver which has a material - 31 - materially adverse and disproportionate effect on the rights or obligations of the holders of Other Co-Investor Shares as such relative to other Stockholders under this Agreement, Agreement and (b) the consent of the Majority Managers shall will be required for any amendment, modification, extension, termination or waiver which has a material materially adverse and disproportionate effect on the rights or obligations of the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Shares as such under this Agreement (d) the consent of holders of a majority of the Shares originally issued relative to the NatWest Investors and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Shares as such other Stockholders under this Agreement. Each such amendment, modification, extension, termination and waiver shall will be binding upon each party hereto and each holder of Shares subject hereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that in the event the Company ceases to have any shares of Class A Common Stock issued and outstanding, whether due to redemption, reorganization, recapitalization or other similar transaction with respect to the Class A Common Stock after the date hereof, all determinations, calculations or rights herein based upon ownership of Class A Common Stock shall automatically without any further action on the part of the parties hereto be modified and amended to provide that such determination, calculation or rights shall instead be based upon ownership of Class B Common Stock (as if the words “Class B Common Stock” were substituted for the words “Class A Common Stock” herein). In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. The effectiveness of this Agreement is expressly conditioned upon the occurrence of the Closing and if the Merger Agreement is terminated in accordance with its terms prior to Closing then this Agreement may be terminated by the Lead Investors.

Written Modifications. This Except as provided in clauses (a) through (c) below, this Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Investors; provided, however, that -------- -------Principal Investors (or Registration Rights Stockholders holding a majority of the shares of Class A Stock held by Registration Rights Stockholders party hereto if there are no Principal Investors remaining). (a) the consent of the Majority Other Holders Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which has requires the approval of the Requisite Principal Investors. (b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a disproportionate adverse effect on the rights of holders of Management Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 8.2(b). The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights of holders of Management Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Shares held by Managers then employed by such Business shall be required. (c) The consent of a Majority in Interest of the Other Investor Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Shares as such under this Agreement, (b) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Investor Shares as such under this Agreement (d) provided, that it is understood and agreed that, for the consent purposes of holders of a majority of the Shares originally issued interpreting and enforcing this amendment and waiver provision, Amendments that affect all Registration Rights Stockholders will not be deemed to the NatWest Investors “materially and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of adversely discriminate against” the holders of Lender Other Investor Shares as such under this Agreementsimply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Registration Rights Stockholder, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Registration Rights Stockholder or (iii) have greater or lesser voting rights or powers than any other Registration Rights Stockholders). Each A copy of each such amendment, modification, extension, termination Amendment shall be sent to each Registration Rights Stockholder and waiver shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject heretohereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 8.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminatedterminated (each, an “Amendment”), and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Kohlberg Investors; provided, however, that -------- ------- (ai) the consent of the Majority Other Holders Investors shall be required for any amendment, modification, extension, termination or waiver which that has a material disproportionate (as to any other stockholder or class or group of stockholders) and adverse effect on the rights or obligations of the holders of Other Shares Investors in their capacity as such under this Agreement, Agreement and (bii) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which that has a material disproportionate (as to any other stockholder or class or group of stockholders) and adverse effect on the rights or obligations of the holders of Management Shares Managers in their capacity as such under this Agreement; provided, (c) the consent of the Majority Employees shall be required for further, that any amendment, modification, extension, termination supplement or waiver which has a material adverse effect on rights of (x) 2.1 (Confidentiality), 5.1 (Oral Modifications) or obligations 5.2 (Written Modifications) or (y) any defined terms as used in any of the holders of Employee Shares as such under this Agreement foregoing Sections referenced in the foregoing clause (d) the consent of holders of a majority of the Shares originally issued to the NatWest Investors and the MCM Managers shall be required for any amendmentx), modificationin each case, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on that adversely affects the rights or obligations of a Designated Investor, shall not be made or given without the holders prior written resolution of Lender Shares as such under this Agreementthe Designated Investor so affected. Each such amendment, modification, extension, termination and waiver Amendment shall be binding upon each party hereto and each holder of Shares Stockholder subject hereto. In addition, each party hereto and each holder of Shares Stockholder subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. Notwithstanding anything to the contrary in this Section 5.2, this Agreement may be amended by the Company solely with the consent of the Majority Kohlberg Investors (i) to join as a party to this Agreement any officer, director or employee of, or consultant or advisor to, the Company or any Affiliate of the Company who holds or will hold Common Stock or Options as a “Manager,” (ii) to join as a party to this Agreement any Permitted Transferee of a Manager as a “Manager,” (iii) to join as a party to this Agreement any Permitted Transferee of any Investor as an “Investor” and (iv) to join as a party to this Agreement any Permitted Transferee of any Other Investor as an “Other Investor”.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by all of the Majority Lead Investors; provided, however, that -------- ------- (a) the consent of the Majority Other Holders shall Co-Investors will be required for any amendment, modification, extension, termination or waiver which has a material materially adverse and disproportionate effect on the rights or obligations of the holders of Other Co-Investor Shares as such relative to other Stockholders under this Agreement, Agreement and (b) the consent of the Majority Managers shall will be required for any amendment, modification, extension, termination or waiver which has a material materially adverse and disproportionate effect on the rights or obligations of the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Shares as such under this Agreement (d) the consent of holders of a majority of the Shares originally issued relative to the NatWest Investors and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Shares as such other Stockholders under this Agreement. Each such amendment, modification, extension, termination and waiver shall will be binding upon each party hereto and each holder of Shares subject hereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that in the event the Company ceases to have any shares of Class A Common Stock issued and outstanding, whether due to redemption, reorganization, recapitalization or other similar transaction with respect to the Class A Common Stock after the date hereof, all determinations, calculations or rights herein based upon ownership of Class A Common Stock shall automatically without any further action on the part of the parties hereto be modified and amended to provide that such determination, calculation or rights shall instead be based upon ownership of Class B Common Stock (as if the words “Class B Common Stock” were substituted for the words “Class A Common Stock” herein). In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. The effectiveness of this Agreement is expressly conditioned upon the occurrence of the Closing and if the Merger Agreement is terminated in accordance with its terms prior to Closing then this Agreement may be terminated by the Lead Investors.

Written Modifications. This Subject to Section 7.2, this Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority Lead Investors; provided, however, that -------- ------- (a) the consent of the Majority Other Holders shall Investors will be required for any amendment, modification, extension, termination or waiver which has a material materially adverse and disproportionate effect on the rights or obligations of the holders of Other Investor Shares as such relative to the Lead Investors under this Agreement, (b) the consent of the Majority Other Investors will be required for any amendment, modification, extension, termination or waiver which has an adverse effect on the specific rights of the holders of Other Investor Shares under this Agreement or provides any Lead Investor (or any Affiliate of any Lead Investor) with any additional or different rights specific to such Lead Investor or Affiliate thereof which are not otherwise granted to the Other Investors (whether as a result of the identification of such Lead Investor or Affiliate or the creation of any test, standard or other qualifying fact or circumstance that applies uniquely to such Lead Investor or Affiliate), (c) the consent of the Majority Managers shall will be required for any amendment, modification, extension, termination or waiver which has a material materially adverse and disproportionate effect on the rights or obligations of the holders of Management Shares as such relative to other Stockholders under this Agreement, and (cd) the consent of the Majority Employees shall Other Investors will be required for any amendment, modification, extensionwaiver, extension or termination or waiver which has a material of Section 3 that is adverse effect on rights or obligations of the holders of Employee Shares as such under this Agreement (d) the consent of holders of a majority of the Shares originally issued in any respect to the NatWest Investors and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Shares as such under this AgreementOther Investors. Each such amendment, modification, extension, termination and waiver shall will be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. Notwithstanding the foregoing, the amendment, modification, extension, termination or waiver of Section 6.1 or Section 8.5 of this Agreement shall not be permitted without the consent of each of BCV (on behalf of the Xxxx Group), the Remedy Founders (on behalf of the Remedy Founders Group), and LHP Holding (on behalf of the LHP Holding Group). Subject to the foregoing sentence (and all additional approvals required thereunder, where applicable), but notwithstanding anything else to the contrary in this Section 11.2, after the Effective Date, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority Lead Investors and a Majority of the Minority Holders.