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 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 -------- ------- 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 and (d) 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 Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Xxxx Majority InvestorsHolders and the holders of a majority of all Securities then outstanding and each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Securities and Non-CSFB Warrant Securities subject hereto; provided, however, that (a) the consent of the CSFB 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 CSFB Securities as such under this Agreement, (b) the consent of the Management Majority Managers 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 Management Shares Securities as such under this Agreement, (c) the consent of the Non-CSFB 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 Warrantholders 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 Non-CSFB Warrant Securities 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 Securities or Non-CSFB Warrant Securities subject hereto may waive any right of its rights hereunder by an instrument in writing signed by such party or holder.

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, the Majority InvestorsMCP Investors and the Majority Non-MCP Holders; provided, however, that that: (a) the consent of the Majority Other Holders Consultants 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 Consultant Shares as that is disproportionate to the effect of such under this Agreementamendment, modification, extension, termination or waiver on any other holder of Shares, (b) the consent of the Majority Managers 1999 Warrant 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 Management Shares as such under this Agreement1999 Warrant Shares, and (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 2000 Warrant 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 2000 Warrant Shares. (d) the consent of CIBC, Merchant and TGF shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of such under this Agreementholders that is disproportionate to the effect of such amendment, modification, extension, termination or waiver on any other holder of Shares. 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 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 InvestorsSponsors and the Majority Non- Sponsor Stockholders; provided, however, that (a) the consent of the Majority Other Holders Management Stockholders shall be required for any amendment, modification, extension, termination or waiver which that has a material adverse effect on the rights or obligations of the holders of Other Management Shares as such under this Agreement, (b) the -40- Omega Holdings, Inc. Stockholders Agreement -------------------------------------------------------------------------------- consent of the Majority Managers Lender Stockholders shall be required for any amendment, modification, extension, termination or waiver which that has a material adverse effect on the rights or obligations of the holders of Management Lender Shares as such under this Agreement, Agreement and (c) the consent of the Majority Employees Other Stockholders 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 that has a material adverse effect on the rights or obligations of the holders of Lender Other 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 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, 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 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 and (e) the consent of the Majority Senior 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 Senior 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 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 InvestorsShareholders; provided, however, that (a) the consent of the Majority Investors shall be required for any amendment, modification, extension, termination or waiver under this Agreement, (b) the consent of the Majority Other Holders 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 Investor Shares as such under this Agreement, (bc) the consent of the Majority Sellers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Seller Shares as such under this Agreement and (d) 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 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, HM LLC, HM Finance, Holdings, HMC, Publishing, and the Majority Investors; provided, however, that (a) the consent of the Majority Other Holders 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 Investor 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, and (c) the consent of the Majority Employees shall be required for any amendmentTHL Investors, modificationMajority Xxxx Investors or Majority Blackstone Investors, extensionrespectively, 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 THL Investors, Xxxx Investors or Blackstone Investors, respectively, as such, or has a disproportionate material adverse effect on any of Lender the Xxxx Investors, THL Investors or Blackstone Investors, respectively, that is disproportionate to the number of Shares as held by such under this AgreementInvestor. 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 Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Bain Majority InvestorsHolders and the holders of a majority of all Securities then outstanding and each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Securities and Non-CSFB Warrant Securities subject hereto; provided, however, that (a) the consent of the CSFB 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 CSFB Securities as such under this Agreement, (b) the consent of the Management Majority Managers 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 Management Shares Securities as such under this Agreement, (c) the consent of the Non-CSFB 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 Warrantholders 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 Non-CSFB Warrant Securities 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 Securities or Non-CSFB Warrant Securities subject hereto may waive any right of its rights hereunder by an instrument in writing signed by such party or holder.

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, HMC, and the Majority Investors; provided, however, that (a) the consent of the Majority Other Holders 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 Investor 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, and (c) the consent of the Majority Employees shall be required for any amendmentTHL Investors, modificationMajority Bain Investors or Majority Blackstone Investors, extensionrespectively, 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 THL Investors, Bain Investors or Blackstone Investors, respectively, as such, or has a disproportionate material adverse effect on any of Lender the Bain Investors, THL Investors or Blackstone Investors, respectively, that is disproportionate to the number of Shares as held by such under this AgreementInvestor. 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.