Common use of Amendment of Schedules Clause in Contracts

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect with respect to the Company may be made unless TCI Pentacon and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI Pentacon or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect with respect to Pentacon or Newco may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI Pentacon shall give the Company written notice promptly after it has knowledge thereof. If TCI Pentacon and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI Pentacon or any Founding Company if no response is received within 24 hours following receipt of written notice of such amendment or supplement (or sooner if reasonable and if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI Pentacon and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI Pentacon or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. (a) Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Pre-Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding business consistent with past practice. (b) Prior to the anticipated effectiveness of the Registration Statement, and notwithstanding the foregoing sentenceclause (a), the provisions of this clause (b) shall apply: no amendment or supplement to a Schedule prepared by the Company COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI HOLDING and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI HOLDING or Newco NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding CompanyCompany or upon HOLDING, TCI then HOLDING shall give the Company COMPANY notice promptly after it has knowledge thereof, which notice shall give in reasonable detail the facts and circumstances underlying such amendment or supplement. If TCI HOLDING and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, then such amendment or supplement shall become effective whether or not the COMPANY has given its consent; provided, that if such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the Other Founding Company that is proposing such amendment or supplement or on HOLDING and the COMPANY does not consent (or is not deemed to have consented) to such amendment or supplement, then the COMPANY shall have the right to terminate this Agreement by notice to HOLDING given prior to the earlier of the Effective Time of the Merger and the fifth day following the date on which HOLDING gives notice to the COMPANY seeking its consent to such amendment or supplement. Consent shall have been deemed given for all purposes of this Agreement by TCI HOLDING or any Founding Company if no response is received from HOLDING or any such Founding Company within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the exigencies of the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, 7.8 and TCI HOLDING and a majority of the Other Founding Companies do not consent (or are not deemed to have consented) to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI HOLDING or Newco NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent (or are not deemed to have consented) to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. (c) For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No , except that, notwithstanding anything to the contrary contained in this Agreement, if the COMPANY or the STOCKHOLDERS on the one hand, or HOLDING or NEWCO on the other hand, amends or supplements a Schedule which results in a termination of this Agreement and such amendment or supplement arises out of or reflects facts or circumstances which such party knew about at the time of execution of this Agreement or if such amendment or supplement to a Schedule otherwise is proposed in bad faith, such party shall be made later than 24 hours prior to pay or reimburse HOLDING and NEWCO or the anticipated effectiveness COMPANY and the STOCKHOLDERS, as the case may be, for all of the Registration Statementlegal, accounting and other out of pocket costs reasonably incurred in connection with this Agreement and the IPO as it relates to HOLDING, NEWCO, the COMPANY and the STOCKHOLDERS.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI METALS and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI METALS or Newco NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI METALS shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI METALS and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI METALS or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI METALS and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI METALS or Newco NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI Home and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI Home or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI Home shall give the Company notice promptly after it has knowledge thereof. If TCI Home and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI Home or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI Home and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI Home or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI CSI and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI CSI or Newco NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI CSI shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI CSI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI CSI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI CSI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI CSI or Newco NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Pre-Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided provided, however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 5.14, 5.15, 5,16 and 5.15 5.19 shall only have to be delivered at the Pre-Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI VPI and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule schedule prepared by TCI VPI or Newco NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI VPI shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI VPI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.l(iv) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI VPI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI VPI or Newco NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement. For purposes of this Section 7.8, consent to an amendment or supplement to a schedule pursuant to Section 7.8 of this Agreement or one of the Other Agreements shall have been deemed given by VPI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested and so requested in the notice). The provisions of this Section 7.8 shall be contained in the Other Agreements executed in connection with the VPI Plan of Organization.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, Schedules or which may have been omitted from the schedules previously provided by the Company; provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the Company may be made unless TCI and a majority of the Founding Companies other than the Company consent IES consents to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco IES that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on IES may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof7.7. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.87.7 to reflect an item not known to the Company or the Stockholders at the time of entering into this Agreement or an event occurring after the date of this Agreement, and TCI and a majority of the Other Founding Companies do IES does not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco IES seeks to amend or supplement a Schedule pursuant to this Section 7.8 7.7 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.to

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, Schedules or which may have been omitted from the schedules previously provided by the Company; provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the Company may be made unless TCI and a majority of the Founding Companies other than the Company consent IES consents to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco IES that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on IES may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof7.7. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.87.7 to reflect an item not known to the Company or the Stockholders at the time of entering into this Agreement or an event occurring after the date of this Agreement, and TCI and a majority of the Other Founding Companies do IES does not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco IES seeks to amend or supplement a Schedule pursuant to this Section 7.8 7.7 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI LandCARE and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI LandCARE or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI LandCARE shall give the Company notice promptly after it has knowledge thereof. If TCI LandCARE and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI LandCARE or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI LandCARE and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI LandCARE or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation obligation, until 24 hours prior to the anticipated effectiveness of the Registration Statement Statement, to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI PARENT and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI PARENT or Newco ACQUISITION CORP. that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI PARENT shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI PARENT and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI PARENT or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv) hereof). In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI PARENT and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof). In the event that TCI PARENT or Newco any ACQUISITION CORP. seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof). No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Consummation Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or -53- 61 known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may Effect, shall be made effective unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent VESTCOM affirmatively consents to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereofsection 7.7. In the event that the Company seeks to amend COMPANY amends or supplement supplements a Schedule pursuant to this Section 7.8, 7.7 and TCI and a majority of the Other Founding Companies do VESTCOM does not consent to the effectiveness of such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth remain binding on the COMPANY and VESTCOM shall have available to it all rights and remedies at law or in Section 12.1(iequity, including, but not limited to (i) hereofthe right to terminate this Agreement and (ii) the right to seek damages for breach of this Agreement. In Notwithstanding the event that TCI or Newco seeks to amend foregoing, if the amendment or supplement to the Schedule is a Schedule pursuant result of an event which occurs after the date of execution of this Agreement which has a Material Adverse Effect and which is required to this Section 7.8 and a majority of be disclosed on the Founding Companies do not consent to Schedules hereto, such amendment or supplementsupplement will give VESTCOM the right to terminate this Agreement, but not the right to seek damages. If this Agreement is terminated pursuant to the terms of this Section without any breach or default, no party shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereofhave the right to seek damages. No party to this Agreement VESTCOM shall not be liable to any other party to this Agreement if this Agreement shall be terminated by VESTCOM pursuant to the this provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement7.7.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Pre-Closing to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.11 and 5.14 and 5.15 shall only have to be delivered at the Closing DatePre- Closing, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding In the foregoing sentence, no amendment event that the COMPANY amends or supplement to supplements a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI pursuant to this Section 7.9, and URSI and a majority of the Founding Companies other than the Company do not consent to the effectiveness of such amendment or supplement; and provided furthersupplement at or before the Pre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that no amendment URSI amends or supplement to supplements a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless pursuant to this Section 7.9 and COMPANY and a majority of the Founding Companies do not consent to the effectiveness of such amendment or supplementsupplement at or before the Pre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.87.9. In the event that one of the Other other Founding Companies seeks to amend amends or supplement supplements a Schedule pursuant to Section 7.8 7.9 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI URSI shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI URSI, COMPANY and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) do not consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice the effectiveness of such amendment or supplement (at or sooner if required by before the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplementPre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In For purposes of this Section 7.9, URSI shall be deemed to have given its consent to the event that TCI or Newco seeks to amend effectiveness of any amendment or supplement to a Schedule pursuant to this Section 7.8 and a majority if URSI does not notify COMPANY of the Founding Companies do not consent to its disapproval within 48 hours after URSI is notified of such amendment or supplement, this Agreement and COMPANY and each other Founding Company shall be deemed terminated by mutual to have given its consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions effectiveness of this Section 7.8any amendment or supplement to a Schedule if COMPANY or such other Founding Company, as applicable, does not notify URSI of its disapproval within 48 hours after COMPANY or such other Founding Company, as applicable, is notified of such amendment or supplement. No Except as otherwise provided herein, no amendment of or supplement to a Schedule shall be made later than 24 hours prior to after the anticipated effectiveness of the Registration StatementPre-Closing.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, Schedules or which may have been omitted from the schedules previously provided by the Company; provided however, that supplements and amendments to Schedules 5.104.10(b), 5.114.11, 5.14 4.14, 4.15(a), and 5.15 4.15(b) shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the Company may be made unless TCI and a majority of the Founding Companies other than the Company consent RV Centers consents to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco RV Centers that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on RV Centers may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 7.1 and 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof6.7. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.86.7 to reflect an item not known to the Company or the Stockholders at the time of entering into this Agreement or an event occurring after the date of this Agreement, and TCI and a majority of the Other Founding Companies do RV Centers does not consent consent, in its reasonable discretion, to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i11.1(i) hereof. In the event that TCI or Newco RV Centers seeks to amend or supplement a Schedule pursuant to this Section 7.8 6.7 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i11.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.86.7 with respect to an attempt to supplement or amend a Schedule to reflect an item not known to RV Centers or the Company or Stockholders, as applicable, at the time of execution or occurring after the date of execution of this Agreement. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement, subject to the proviso in the first sentence.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Pre-Closing to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.11 and 5.14 and 5.15 shall only have to be delivered at the Closing DatePre-Closing, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding In the foregoing sentence, no amendment event that the COMPANY amends or supplement to supplements a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI pursuant to this Section 7.9, and URSI and a majority of the Founding Companies other than the Company do not consent to the effectiveness of such amendment or supplement; and provided furthersupplement at or before the Pre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that no amendment URSI amends or supplement to supplements a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless pursuant to this Section 7.9 and COMPANY and a majority of the Founding Companies do not consent to the effectiveness of such amendment or supplementsupplement at or before the Pre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.87.9. In the event that one of the Other other Founding Companies seeks to amend amends or supplement supplements a Schedule pursuant to Section 7.8 7.9 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI URSI shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI URSI, COMPANY and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) do not consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice the effectiveness of such amendment or supplement (at or sooner if required by before the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplementPre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In For purposes of this Section 7.9, URSI shall be deemed to have given its consent to the event that TCI or Newco seeks to amend effectiveness of any amendment or supplement to a Schedule pursuant to this Section 7.8 and a majority if URSI does not notify COMPANY of the Founding Companies do not consent to its disapproval within 48 hours after URSI is notified of such amendment or supplement, this Agreement and COMPANY and each other Founding Company shall be deemed terminated by mutual to have given its consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions effectiveness of this Section 7.8any amendment or supplement to a Schedule if COMPANY or such other Founding Company, as applicable, does not notify URSI of its disapproval within 48 hours after COMPANY or such other Founding Company, as applicable, is notified of such amendment or supplement. No Except as otherwise provided herein, no amendment of or supplement to a Schedule shall be made later than 24 hours prior to after the anticipated effectiveness of the Registration StatementPre-Closing.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Pre- Closing to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.11 and 5.14 and 5.15 shall only have to be delivered at the Closing DatePre- Closing, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding In the foregoing sentence, no amendment event that the COMPANY amends or supplement to supplements a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI pursuant to this Section 7.9, and URSI and a majority of the Founding Companies other than the Company do not consent to the effectiveness of such amendment or supplement; and provided furthersupplement at or before the Pre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that no amendment URSI amends or supplement to supplements a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless pursuant to this Section 7.9 and COMPANY and a majority of the Founding Companies do not consent to the effectiveness of such amendment or supplementsupplement at or before the Pre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.87.9. In the event that one of the Other other Founding Companies seeks to amend amends or supplement supplements a Schedule pursuant to Section 7.8 7.9 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI URSI shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI URSI, COMPANY and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) do not consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice the effectiveness of such amendment or supplement (at or sooner if required by before the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplementPre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In For purposes of this Section 7.9, URSI shall be deemed to have given its consent to the event that TCI or Newco seeks to amend effectiveness of any amendment or supplement to a Schedule pursuant to this Section 7.8 and a majority if URSI does not notify COMPANY of the Founding Companies do not consent to its disapproval within 48 hours after URSI is notified of such amendment or supplement, this Agreement and COMPANY and each other Founding Company shall be deemed terminated by mutual to have given its consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions effectiveness of this Section 7.8any amendment or supplement to a Schedule if COMPANY or such other Founding Company, as applicable, does not notify URSI of its disapproval within 48 hours after COMPANY or such other Founding Company, as applicable, is notified of such amendment or supplement. No Except as otherwise provided herein, no amendment of or supplement to a Schedule shall be made later than 24 hours prior to after the anticipated effectiveness of the Registration StatementPre-Closing.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Pre-Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided provided, however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 5.14, 5.15, 5,16 and 5.15 5.19 shall only have to be delivered at the Pre-Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company any COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI VPI and a majority of the Founding Companies other than the Company COMPANIES consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule schedule prepared by TCI VPI or Newco the NEWCOS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI VPI shall give the Company COMPANIES notice promptly after it has knowledge thereof. If TCI VPI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does COMPANIES do not give its their consent, the Company COMPANIES collectively may terminate this Agreement pursuant to Section 12.1(iv12.l(iv) hereof. In the event that the Company seeks COMPANIES seek to amend or supplement a Schedule pursuant to this Section 7.8, and TCI VPI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI VPI or Newco any NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement. For purposes of this Section 7.8, consent to an amendment or supplement to a schedule pursuant to Section 7.8 of this Agreement or one of the Other Agreements shall have been deemed given by VPI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested and so requested in the notice). The provisions of this Section 7.8 shall be contained in the Other Agreements executed in connection with the VPI Plan of Organization.

Amendment of Schedules. Each party hereto agrees The Acquiror Parties agree that, with respect to the representations and warranties of such party Seller contained in this Agreement, such party Seller shall have the continuing right and obligation until 24 hours prior the Closing to the anticipated effectiveness of the Registration Statement to add, supplement or amend promptly the Disclosure Schedules hereto with respect to any matter hereafter arising or discovered solely after the date of this Agreement which, if existing or known at the date of this AgreementAgreement or thereafter, would have been required to be set forth or described in the Schedulessuch Disclosure Schedule. Any such additional, provided however, that supplements and amendments supplemental or amended disclosure shall be deemed to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course cured any breach of business. Notwithstanding the foregoing sentence, no amendment any representation or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation warranty for purposes of indemnification and termination rights contained in this Agreement and of determining whether or not the conditions set forth in Sections 8.1 and 9.1 Section 7.2 have been fulfilledsatisfied to the extent that they reflect actions taken by Seller or any of its Affiliates as required or permitted under this Agreement. Any other such additional, the Schedules hereto supplemental or amended disclosure shall not be deemed to be the Schedules have cured any breach of any representation or warranty made as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks date of this Agreement for purposes of indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 7.2 have been satisfied; provided, however, that (a) if such additional, supplemental or amended disclosures would give rise to amend or supplement a Schedule pursuant to Section 7.8 of one right for ETE, on behalf of the Other AgreementsAcquiror Parties, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv9.1(c), assuming (i) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as all other conditions set forth in Section 12.1(i7.1 and Section 7.2 had been satisfied, (ii) hereof. In the event Closing were scheduled to occur on the date that TCI such additional, supplemental or Newco seeks amended disclosures were received by the Acquiror Parties and (iii) the matters disclosed in such additional, supplemental or amended disclosure were not cured, then the Acquiror Parties shall have the right to amend terminate this Agreement within ten Business Days of its receipt of such additional, supplemental or supplement a Schedule pursuant to this Section 7.8 amended disclosure and a majority of (b) if the Founding Companies Acquiror Parties do not consent so elect to such amendment or supplementterminate this Agreement, this Agreement then the Acquiror Parties shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to have irrevocably waived any right to terminate this Agreement with respect to such matters. Upon becoming aware of such matters, Seller shall be liable to any other party if this Agreement shall be terminated pursuant promptly deliver additions, supplements or amendments to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior Disclosure Schedules to the anticipated effectiveness of the Registration StatementAcquiror Parties.

Amendment of Schedules. Each party hereto Party agrees that, with respect to the respective representations and warranties of such party any other Party contained in this Agreement, such party other Party shall have the continuing right and obligation until 24 hours prior the Closing to the anticipated effectiveness of the Registration Statement to add, supplement or amend promptly the Disclosure Schedules hereto with respect to any matter hereafter arising or discovered solely after the date of this Agreement which, if existing or known at the date of this AgreementAgreement or thereafter, would have been required to be set forth or described in the Schedulessuch Disclosure Schedule. Any such additional, provided howeversupplemental or amended disclosure (except with respect to Section 3.8 and Section 4.11, that supplements and amendments respectively) shall be deemed to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course cured any breach of business. Notwithstanding the foregoing sentence, no amendment any representation or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation warranty for purposes of indemnification and termination rights contained in this Agreement and of determining whether or not the conditions set forth in Sections 8.1 and 9.1 Section 6.1 or Section 6.2, as applicable, have been fulfilledsatisfied to the extent that they reflect actions taken by such Party or any of its respective Affiliates as required or permitted under this Agreement. Any other such additional, the Schedules hereto supplemental or amended disclosure (including with respect to Section 3.8 and Section 4.11, respectively) shall not be deemed to be the Schedules have cured any breach of any representation or warranty made as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend date of this Agreement for purposes of indemnification or supplement a Schedule pursuant to termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall 6.2 have been deemed given by TCI satisfied; provided, however, that (a) if such additional, supplemental or any Founding Company if no response is received within 24 hours following receipt amended disclosures would give rise to a right for either ETP, on behalf of notice of such amendment Contributor Parties, or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may Acquiror to terminate this Agreement pursuant to Section 12.1(iv8.1(d) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.88.1(c), and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplementrespectively, this Agreement shall be deemed terminated by mutual consent as assuming (i) all other conditions set forth in Section 12.1(i6.1 and Section 6.2 had been satisfied, (ii) hereof. In the event Closing were scheduled to occur on the date that TCI such additional, supplemental or Newco seeks to amend amended disclosures were received by the Contributor Parties or supplement a Schedule pursuant to this Section 7.8 Acquiror, as applicable, and a majority (iii) the matters disclosed in such additional, supplemental or amended disclosure were not cured, then ETP, on behalf of the Founding Companies do not consent Contributor Parties, or Acquiror, as applicable, shall have the right to such amendment or supplement, terminate this Agreement within 10 Business Days of its receipt of such additional, supplemental or amended disclosure and (b) if ETP, on behalf of the Contributor Parties, or Acquiror, as applicable, does not so elect to terminate this Agreement, then ETP, on behalf of the Contributor Parties, or Acquiror, as applicable, shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to have irrevocably waived any right to terminate this Agreement with respect to such matters. Upon becoming aware of such matters, the Contributor Parties or Acquiror, as applicable shall be liable to any other party if this Agreement shall be terminated pursuant promptly deliver additions, supplements or amendments to the provisions of this Section 7.8. No amendment of Disclosure Schedules the Contributor Parties or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration StatementAcquiror, as applicable.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided provided, however, that supplements and amendments to Schedules 5.104.10, 5.114.11, 5.14 4.14, 4.15 and 5.15 4.18 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI QSI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule schedule prepared by TCI or Newco QSI that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 7.1 and 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules schedules as amended or supplemented pursuant to this Section 7.86.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule schedule pursuant to Section 7.8 6.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI QSI shall give the Company notice promptly after it has knowledge Knowledge thereof. If TCI QSI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI QSI or any Founding Company if no response is received within 24 72 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv11.l(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.86.8, and TCI QSI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i11.1(i) hereof. In the event that TCI or Newco QSI seeks to amend or supplement a Schedule pursuant to this Section 7.8 6.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i11.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement6.8.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation obligation, until 24 hours prior to the anticipated effectiveness of the Registration Statement Statement, to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.105.11 (Liabilities and Obligations), 5.11, 5.14 5.12 (Accounts and 5.15 shall only have to Notes Receivable) and 5.22 (Significant Customers; Material Contracts and Commitments) must be delivered only at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course Ordinary Course of businessBusiness; and further provided that all matters identified by the Company on any Schedule supplement or amendment shall also be included on SCHEDULE 11.1(f). Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the Company may be made unless TCI Clarant and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI Clarant or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on Clarant and Newco may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.87.11. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to this Section 7.8 7.11 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI Clarant shall give the Company notice promptly after it has knowledge thereof. If TCI Clarant and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI Clarant or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof12.1(d). In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.87.11, and TCI Clarant and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.812.1(a). No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company either COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI CSI and a majority of the Founding Companies other than the Company COMPANIES consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI CSI or Newco any NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI CSI shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI CSI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI CSI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consentconsent (provided that consent shall be deemed given if any COMPANY consents), the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company any COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI CSI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI CSI or Newco any NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. (a) Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules; provided, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding . (b) Until 24 hours prior to the anticipated effectiveness of the Registration Statement, and notwithstanding the foregoing sentenceclause (a), the provisions of this clause (b) shall apply: no amendment or supplement to a Schedule prepared by the Company COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless TCI CTS and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI CTS or Newco NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI CTS shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI CTS and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI CTS or any Founding Company if no response is received from CTS or any such Founding Company within 24 hours following receipt of notice by CTS or any Founding Company of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.1(d) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, 7.8 and TCI CTS and a majority of the Other Founding Companies do not consent to such amendment or supplementsupplement as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i12.1(a) hereof. In the event that TCI CTS or Newco NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i12.1(d) hereof. (c) Between 24 hours prior to the anticipated effectiveness of the Registration Statement and the Closing Date, the provisions of this clause (c) shall apply. No amendment or supplement to a Schedule prepared by the COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless CTS consents to such amendment or supplement after consultation with the Underwriters. CTS and NEWCO hereby covenant that neither CTS nor NEWCO will amend or supplement any Schedule prepared by CTS or NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on CTS or NEWCO, as the case may be, without consulting with the Underwriters, and CTS shall provide immediate notice of such amendment or supplement to the Founding Companies. (d) For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No , except that, notwithstanding anything to the contrary contained in this Agreement, if the COMPANY or the STOCKHOLDERS on the one hand, or CTS or NEWCO on the other hand, amends or supplements a Schedule which results in a termination of this Agreement and such amendment or supplement arises out of or reflects facts or circumstances which such party knew about at the time of execution of this Agreement and knew would result in a termination of this Agreement or if such amendment or supplement to a Schedule otherwise is proposed in bad faith, such party shall be made later than 24 hours prior pay or reimburse CTS or the COMPANY and the STOCKHOLDERS, as the case may be, for all of the legal, accounting and other out of pocket costs reasonably incurred in connection with this Agreement and the IPO as it relates to the anticipated effectiveness of COMPANY and the Registration StatementSTOCKHOLDERS.

Amendment of Schedules. Each party hereto agrees that, with respect to (a) Following the representations Execution Date and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of Closing Date (subject to Section 3.1), the Registration Statement to Sellers shall supplement or amend promptly all Schedules of the Schedules hereto with respect Sellers under Article 4 to include reference to any matter relating to the Sellers, the Water Assets or the Water Business and hereafter arising or discovered arising, which, if existing or known at the date of this AgreementExecution Date, would have been required to be set forth or described on such Schedules in order to avoid any inaccuracies in the Schedulesrespective representations and warranties (each, provided howevera “Schedule Supplement”). Sellers shall deliver any Schedule Supplement to Buyer as soon as reasonably practicable after the discovery by Sellers of the occurrence of the matter giving rise to such disclosure. Upon delivery to Buyer of such Schedule Supplement, that supplements and amendments HFS shall also concurrently deliver to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have Buyer a written statement setting forth HFS’s reasonable good-faith estimate of the amount (if any) required to cure or correct (the “Cure Amount”) the matters disclosed on such Schedule Supplement (the “Schedule Supplement Matters”). (b) If the Schedule Supplement Matters would cause the closing condition in Section 7.1(a) not to be delivered at satisfied, then Buyer shall have the right to terminate this Agreement in accordance with Section 9.1(c). (c) If the Schedule Supplement Matters would not result in the failure of the closing condition in Section 7.1(a) to be satisfied and such Schedule Supplement Matters remain uncured by Sellers as of the Closing Date, unless HFS and Buyer shall use good-faith efforts to agree upon the Cure Amount for such Schedule is Supplement Matters. If HFS and Buyer agree upon the Cure Amount for such Schedule Supplement Matters prior to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilledClosing, the Schedules hereto Estimated Closing Payment shall be reduced by such agreed-upon Cure Amount and such Schedule Supplement shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, have modified Sellers’ representations and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI warranties for all purposes hereunder and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement Buyer shall be deemed terminated to have waived any right or claim pursuant to the terms of this Agreement or otherwise, including pursuant to Article 10, with respect to any and all such Schedule Supplement Matters. If HFS and Buyer are unable to agree upon a Cure Amount for such Schedule Supplement Matters prior to Closing, the Estimated Closing Payment shall be reduced by mutual consent as the Cure Amount set forth in Section 12.1(i) hereof. In Sellers’ statement, but Buyer shall retain the event that TCI or Newco seeks right to amend or supplement a Schedule seek indemnification pursuant to this Section 7.8 and a majority Article 10 for any Liabilities arising from such Schedule Supplement Matters in excess of the Founding Companies do Cure Amount reflected as an adjustment to the Estimated Closing Payment (“Indemnifiable Schedule Supplement Matters”). This Section 6.8 shall not consent apply to such amendment Environmental Defects or supplementthe resolution thereof, this Agreement which shall be deemed terminated by mutual consent as set forth resolved in accordance with Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement6.13.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours the Closing to promptly notify the other parties hereto of: (a) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would likely cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to Closing Date and (b) any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Disclosure Schedule (each such notice a “Disclosure Schedule Amendment Notice”). Each such Disclosure Schedule Amendment Notice shall be deemed to (a) automatically supplement or amend the SchedulesPartner Company Disclosure Schedule or Founder Disclosure Schedule, as the case may be; (b) qualify the representations and warranties of such party set forth in this Agreement (including, for the avoidance of doubt, any representations and warranties in respect of which no disclosure was provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority as of the Founding Companies other than the Company consent to such amendment or supplementEffective Date); and provided further, (c) cure any misrepresentation or breach of warranty that no amendment or supplement to a Schedule prepared might have existed hereunder by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority reason of the Founding Companies consent to such amendment or supplementmatter. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections Section 7.1 and Section 8.1 and 9.1 have been fulfilled, Partner Company Disclosure Schedule and the Schedules hereto Founder Disclosure Schedule shall be deemed to be the Schedules appropriate Disclosure Schedule as amended or supplemented pursuant to this Section 7.86.7, if a Disclosure Schedule is so amended or supplemented. In Neither the event that entry by Founder into any other agreement, such as this Agreement, after the date hereof for the acquisition of one or more of the Other Founding Companies seeks to amend or supplement a companies disclosed on Founder Schedule pursuant to Section 7.8 5.14 nor the performance by Founder of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement obligations thereunder shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In to require the event that TCI amendment to or Newco seeks a supplementation of Founder Disclosure Schedule, to amend breach any representation, warranty, covenant or supplement a Schedule pursuant agreement herein, or to this Section 7.8 and a majority cause the failure of the Founding Companies do not consent any condition to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration StatementClosing.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation obligation, until 24 hours prior to the anticipated effectiveness of the Registration Statement Statement, to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.105.11 (Liabilities and Obligations), 5.11, 5.14 5.12 (Accounts and 5.15 shall only have to Notes Receivable) and 5.22 (Significant Customers; Material Contracts and Commitments) must be delivered only at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course Ordinary Course of businessBusiness; and further provided that all matters identified by the Company or the Stockholders on any Schedule supplement or amendment shall also be included on Schedule 11.1(f). Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the Company may be made unless TCI Clarant and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI Clarant or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on Clarant and Newco may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.87.11. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to this Section 7.8 7.11 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI Clarant shall give the Company notice promptly after it has knowledge thereof. If TCI Clarant and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI Clarant or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof12.1(e). In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.87.11, and TCI Clarant and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.812.1(a). No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. (a) Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Funding and Consummation Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding . (b) Until 24 hours prior to the anticipated effectiveness of the Registration Statement, and notwithstanding the foregoing sentenceclause (a), the provisions of this clause (b) shall apply: no amendment or supplement to a Schedule prepared by the Company COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI CEI and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI CEI or Newco NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI CEI shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI CEI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI CEI or any Founding Company if no response is received from CEI or any such Founding Company within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, 7.8 and TCI CEI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI CEI or Newco NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. (c) Between 24 hours prior to the anticipated effectiveness of the Registration Statement and the Funding and Consummation Date, the provisions of this clause (c) shall apply. No amendment or supplement to a Schedule prepared by the COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless CEI consents to such amendment or supplement after consultation with the Underwriters. CEI and NEWCO hereby covenant that neither CEI nor NEWCO will amend or supplement any Schedule prepared by CEI or NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on CEI or NEWCO, as the case may be, without consulting with the Underwriters, and CEI shall provide immediate notice of such amendment or supplement to the Founding Companies. (d) For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No , except that, notwithstanding anything to the contrary contained in this Agreement, if the COMPANY or the STOCKHOLDERS on the one hand, or CEI or NEWCO on the other hand, amends or supplements a Schedule which results in a termination of this Agreement and such amendment or supplement arises out of or reflects facts or circumstances which such party knew about at the time of execution of this Agreement and knew would result in a termination of this Agreement or if such amendment or supplement to a Schedule otherwise is proposed in bad faith, such party shall be made later than 24 hours prior to pay or reimburse CEI or the anticipated effectiveness COMPANY and the STOCKHOLDERS, as the case may be, for all of the Registration Statementlegal, accounting and other out of pocket costs reasonably incurred in connection with this Agreement and the IPO as it relates to CEI, the COMPANY and the STOCKHOLDERS.

Amendment of Schedules. Each party hereto agrees that, with respect From time to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours time prior to the anticipated effectiveness Closing, each Party shall promptly after becoming aware of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising existing on or discovered whichbefore the date hereof that was required to be set forth or described in the schedules applicable to such Party or any matter existing or occurring following the date hereof that, if existing or known at or before the date hereof, would have been required to be set forth or described in the schedules applicable to such Party, deliver to the other Party a supplement or update to the appropriate schedules (along with a marked copy of such applicable schedules reflecting such supplements or updates, if practicable): 5.9.1 to add to, or correct, any information in such schedules to the extent relating to any matter of which such Party has become aware existing or occurring on or prior to the date hereof that should have been set forth or described in such schedules; provided that, no such supplement or update shall cure any misrepresentation or breach of warranty for purposes of this Agreement including for purposes of satisfying the conditions set forth in Article 7 or for purposes of the other Party’s right to indemnification as provided in Article 8; and 5.9.2 to add to, or correct, any information in such schedules to reflect any matter of which such Party has become aware arising after the date hereof, which, if existing or occurring at or prior to the full execution and delivery of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that such schedules so as to render such schedules true and correct in all respects (a “Subsequent Matter”). No supplements and amendments or updates with respect to Schedules 5.10, 5.11, 5.14 and 5.15 any Subsequent Matter shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course cure any misrepresentation or breach of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all warranty for purposes of this Agreement, Agreement including without limitation for purposes of determining whether satisfying the conditions set forth in Sections 8.1 and 9.1 have been fulfilledArticle 7; provided that, if the Schedules hereto Closing occurs each Party shall be deemed to be the Schedules as amended or supplemented have waived any right to indemnification pursuant to Article 8 with respect to any so disclosed Subsequent Matter. As used in this Section 7.85.9, “awareness” of a Party shall mean the actual knowledge of any of those individuals listed on Schedule 1.1.A (with respect to the Seller), Schedule 1.1.B (with respect to ▇▇▇▇▇ Tulsa) and Schedule 1.1C (with respect to HEP Tulsa) without any inquiry or investigation. In For the event avoidance of doubt, awareness arising after the date hereof shall not cause a representation qualified by Knowledge that one is true and correct on the date hereof to cease to be so true and correct as of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) date hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided provided, however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 5.14, 5.15 and 5.15 5.18 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI TSII and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule schedule prepared by TCI or Newco TSII that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI TSII shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI TSII and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI TSII or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.l(iv) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI TSII and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco TSII seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto Party agrees that, with respect to the representations and warranties of such party Party contained in this Agreement, such party Party shall have the continuing obligation right, until 24 hours prior the Closing, and upon notice to the anticipated effectiveness of the Registration Statement other Party, to supplement or amend promptly the Schedules hereto schedules applicable to that Party with respect to any matter hereafter arising or discovered which, if existing or known at the date of this AgreementExecution Date, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplementschedules. For all purposes of this Agreement, including without limitation for the purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 Article 9 have been fulfilled, the Schedules hereto schedules shall be deemed to include the information contained in the supplemental or amended schedule, provided, however, that if Closing shall occur, then a Party shall be the Schedules as amended or supplemented entitled to make a claim for indemnification pursuant to this Article 15 for Losses resulting from such supplemented or amended schedule (provided, however, that excluded therefrom for purposes of determining such Losses shall be any Contracts that have been entered into in accordance with Section 7.8. In 7.5 and any Contracts entered into on or prior to the Execution Date that were entered into in the Ordinary Course of Business and are not described in any one or more of subclauses (b) through (g) of Section 14.1.3.2) and in the event that such Losses are reasonably estimated (as determined by the Parties in good faith) to exceed one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies hundred fifty million dollars (other than the Founding Company seeking to amend or supplement a Schedule$150,000,000) consent to such amendment or supplement, which consent then either Party shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may right to terminate this Agreement pursuant to Section 12.1(iv) hereofAgreement. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as A matter set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority one section of the Founding Companies do applicable schedule need not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party any other section of the applicable schedule so long as its relevance to such other section of the applicable schedule or to a section of this Agreement shall be liable to is reasonably apparent on the face of the information disclosed therein. Further, if the Buyer obtains knowledge of any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours matter hereunder prior to the anticipated effectiveness Closing and the Closing shall occur, any waiver or non-waiver of any related claim will be handled in the Registration Statementsame manner as such matters are handled with respect to any supplement or amendment to the schedules.

Amendment of Schedules. (a) Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. . (b) Notwithstanding the foregoing sentenceclause (a), no amendment or supplement to a Schedule prepared by the Company Stockholders under Article 5 that constitutes or reflects an a material event or occurrence that would have a Material Adverse Effect occurrence, individually or cumulatively with any other events or occurrences, may be made unless TCI and a majority of the Founding Companies other than the Company consent Acquiror consents in writing to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco Acquiror under Article 6 that constitutes or reflects an a material event or occurrence that would have a Material Adverse Effect occurrence, individually or cumulatively with any other events or occurrences, may be made unless the Stockholders consent in writing to such amendment or supplement. In the event that the Stockholders seek to amend or supplement a majority of the Founding Companies Schedule pursuant to this Section 7.7 and Acquiror does not consent to such amendment or supplement, as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 13.1(a) hereof, whereupon the parties shall be released from all obligations and liability hereunder. In the event that Acquiror seeks to amend or supplement a Schedule pursuant to this Section 7.7 and the Stockholders do not consent to such amendment or supplement, as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 13.1(a) hereof, whereupon the parties shall be released from all obligations and liability hereunder. (c) For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 Articles 8, 9 and 9.1 10 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof7.7. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No 7.7, except that, notwithstanding anything to the contrary contained in this Agreement, if the Stockholders on the one hand, or Acquiror on the other hand, amend or supplement a Schedule which results in a termination of this Agreement and such amendment or supplement arises out of or reflects facts or circumstances which such party knew about at the time of execution of this Agreement and had reason to believe would result in a termination of this Agreement, or if such amendment or supplement to a Schedule shall be made later than 24 hours prior to otherwise is proposed in bad faith, the anticipated effectiveness of the Registration Statementinjured party may seek such legal and equitable remedies it deems appropriate.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect material adverse change to the COMPANY (including the Subsidiaries) may be made unless a majority of the Founding Companies ETS and Amcom consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.87.7. In the event that one of the Other Founding Companies Amcom seeks to amend or supplement a Schedule pursuant to Section 7.8 of one 7.7 of the Other AgreementsAmcom Agreement, and ETS consents to such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consentnot, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.1(v) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.87.7, and TCI and a majority of the Other Founding Companies do not consent to such amendment ETS or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do Amcom does not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.87.7. No amendment of or supplement to a Schedule schedule shall be made later than 24 48 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect material adverse change to the COMPANY (including the Subsidiaries) may be made unless a majority of the Founding Companies ETS and Delta consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.87.7. In the event that one of the Other Founding Companies Delta seeks to amend or supplement a Schedule pursuant to Section 7.8 of one 7.7 of the Other AgreementsDelta Agreement, and ETS consents to such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consentnot, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.1(v) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.87.7, and TCI and a majority of the Other Founding Companies do not consent to such amendment ETS or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do Delta does not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.87.7. No amendment of or supplement to a Schedule schedule shall be made later than 24 48 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees The Seller and the Members agree that, with respect to the representations and warranties of such party contained in this Agreement, such party the Seller and the Members shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in on the Schedules. The Seller and the Members understand and agree that, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at as of the Closing Date, unless they will be required to execute a "bring-down" certificate which shall state that all representations and warranties in this Agreement are true and correct as of the Closing Date. To the extent that any such Schedule representation and warranty is qualified by disclosure on a schedule which changes after the date hereof and prior to be amended Closing, the Seller and the Members agree to reflect an event occurring other than notify the Buyer of such changes in writing and to summarize all such changes via the ordinary course of businessbring-down certificate on the Closing Date. Notwithstanding the foregoing sentence, no the truth and accuracy of any and all representations and warranties of the Seller and the Members as of the date of this Agreement and as of the Closing Date shall be a precondition to the consummation of this transaction by the Buyer, and Buyer shall not be deemed to have consented to any amendment or supplement to a Schedule prepared by the Company Seller and the Members after the date hereof or to have waived any of its rights or remedies for breach hereof, particularly with respect to any matter hereafter arising or discovered that constitutes or reflects an event or occurrence that would be reasonably likely to have a Material Adverse Effect may be made material adverse effect on the Seller or the Members, unless TCI the Buyer acknowledges and a majority of the Founding Companies other than the Company consent consents in writing to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Consummation Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may Effect, shall be made effective unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent VESTCOM affirmatively consents to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereofsection 7.7. In the event that the Company seeks to amend COMPANY amends or supplement supplements a Schedule pursuant to this Section 7.8, 7.7 and TCI and a majority of the Other Founding Companies do VESTCOM does not consent to the effectiveness of such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth remain binding on the COMPANY and VESTCOM shall have available to it all rights and remedies at law or in Section 12.1(iequity, including, but not limited to (i) hereofthe right to terminate this Agreement and (ii) the right to seek damages for breach of this Agreement. In Notwithstanding the event that TCI or Newco seeks to amend foregoing, if the amendment or supplement to the Schedule is a Schedule pursuant result of an event which occurs after the date of execution of this Agreement which has a Material Adverse Effect and which is required to this Section 7.8 and a majority of be disclosed on the Founding Companies do not consent to Schedules hereto, such amendment or supplementsupplement will give VESTCOM the right to terminate this Agreement, but not the right to seek damages. If this Agreement is terminated pursuant to the terms of this Section without any breach or default, no party shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereofhave the right to seek damages. No party to this Agreement VESTCOM shall not be liable to any other party to this Agreement if this Agreement shall be terminated by VESTCOM pursuant to the this provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement7.7.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided provided, however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 5.14, 5.15 and 5.15 5.18 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI TSII and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule schedule prepared by TCI or Newco TSII that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI TSII shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI TSII and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI TSII or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.l(iv) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI TSII and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco TSII seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.50

Amendment of Schedules. Each party hereto agrees that, with respect ---------------------- to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Pre-Closing to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, -------- ------- 5.11 and 5.14 and 5.15 shall only have to be delivered at the Pre-Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding In the foregoing sentenceevent that the COMPANY amends or supplements a Schedule pursuant to this Section 7.9 in any material respect, no and HDS does not consent (which consent shall not be unreasonably withheld) to the effectiveness of such amendment or supplement to at or before the Pre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that HDS amends or supplements a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI pursuant to this Section 7.9 in any material respect, and a majority of the Founding Companies other than do not consent (which consent shall not be unreasonably withheld) to the Company consent to effectiveness of such amendment or supplement; and provided furthersupplement at or before the Pre-Closing, that no amendment or supplement to a Schedule prepared this Agreement shall be deemed terminated by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies mutual consent to such amendment or supplementas set forth in Section 12.1(i) hereof. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.87.9. In the event that one of the Other Founding Companies seeks to amend amends or supplement supplements a Schedule pursuant to Section 7.8 7.9 in any material respect of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI HDS shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI HDS and a majority of the Founding Companies Companies, excluding such Other Company, do not consent (other than which consent shall not be unreasonably withheld) to the Founding Company seeking to amend or supplement a Schedule) consent to effectiveness of such amendment or supplement, which consent shall have been deemed given by TCI at or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by before the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplementPre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In For purposes of this Section 7.9, HDS shall be deemed to have given its consent to the event that TCI or Newco seeks to amend effectiveness of any amendment or supplement to a Schedule pursuant to this Section 7.8 and a majority if HDS does not notify the COMPANY of the Founding Companies do not consent to its disapproval within 48 hours after HDS is notified of such amendment or supplement, this Agreement and the COMPANY and each Other Company shall be deemed terminated by mutual to have given its consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions effectiveness of this Section 7.8any amendment or supplement to a Schedule if the COMPANY or such Other Company, as applicable, does not notify HDS of its disapproval within 48 hours after the COMPANY or such Other Company, as applicable, is notified of such amendment or supplement. No Except as otherwise provided herein, no amendment of or supplement to a Schedule shall be made later than 24 hours prior to after the anticipated effectiveness of the Registration StatementPre-Closing.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided provided, however, that supplements and amendments to Schedules 5.104.10, 5.114.11, 5.14 4.14, 4.15 and 5.15 4.18 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI QSI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule schedule prepared by TCI or Newco QSI that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 7.1 and 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules schedules as amended or supplemented pursuant to this Section 7.86.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule schedule pursuant to Section 7.8 6.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI QSI shall give the Company notice promptly after it has knowledge Knowledge thereof. If TCI QSI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI QSI or any Founding Company if no response is received within 24 72 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv11.l(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.this

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours the Closing to promptly notify the other parties hereto upon discovery of: (a) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would likely cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to Closing Date and (b) any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Disclosure Schedule (each such notice a “Disclosure Schedule Amendment Notice”). Each such Disclosure Schedule Amendment Notice shall be deemed to (a) automatically supplement or amend the SchedulesPartner Company Disclosure Schedule or Founder Disclosure Schedule, as the case may be; (b) qualify the representations and warranties of such party set forth in this Agreement (including, for the avoidance of doubt, any representations and warranties in respect of which no disclosure was provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority as of the Founding Companies other than the Company consent to such amendment or supplementEffective Date); and provided further, (c) cure any misrepresentation or breach of warranty that no amendment or supplement to a Schedule prepared might have existed hereunder by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority reason of the Founding Companies consent to such amendment or supplementmatter. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections Section 7.1 and Section 8.1 and 9.1 have been fulfilled, Partner Company Disclosure Schedule and the Schedules hereto Founder Disclosure Schedule shall be deemed to be the Schedules appropriate Disclosure Schedule as amended or supplemented pursuant to this Section 7.86.7, if a Disclosure Schedule is so amended or supplemented. In Neither the event that entry by Founder into any other agreement, such as this Agreement, after the date hereof for the acquisition of one or more of the Other Founding Companies seeks to amend or supplement a companies disclosed on Founder Schedule pursuant to Section 7.8 5.14 nor the performance by Founder of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement obligations thereunder shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In to require the event that TCI amendment to or Newco seeks a supplementation of Founder Disclosure Schedule, to amend breach any representation, warranty, covenant or supplement a Schedule pursuant agreement herein, or to this Section 7.8 and a majority cause the failure of the Founding Companies do not consent any condition to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration StatementClosing.

Amendment of Schedules. (a) Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules; provided, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only -42- have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding . (b) Until 24 hours prior to the anticipated effectiveness of the Registration Statement, and notwithstanding the foregoing sentenceclause (a), the provisions of this clause (b) shall apply: no amendment or supplement to a Schedule prepared by the Company COMPANY or the STOCKHOLDER that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless TCI CTS and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI CTS or Newco NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI CTS shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI CTS and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI CTS or any Founding Company if no response is received from CTS or any such Founding Company within 24 hours following receipt of notice by CTS or any Founding Company of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.1(d) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, 7.8 and TCI CTS and a majority of the Other Founding Companies do not consent to such amendment or supplementsupplement as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i12.1(a) hereof. In the event that TCI CTS or Newco NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplementsupplement as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i12.1(d) hereof. (c) Between 24 hours prior to the anticipated effectiveness of the Registration Statement and the Closing Date, the provisions of this clause (c) shall apply. No amendment or supplement to a Schedule prepared by the COMPANY or the STOCKHOLDER that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless CTS consents to such amendment or supplement after consultation with the Underwriters. CTS and NEWCO hereby covenant that neither CTS nor NEWCO will amend or supplement any Schedule prepared by CTS or NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on CTS or NEWCO, as the case may be, without consulting with the Underwriters, and CTS shall provide immediate notice of such amendment or supplement to the Founding Companies. (d) For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No , except that, notwithstanding anything to the contrary contained in this Agreement, if the COMPANY or the STOCKHOLDER on the one hand, or CTS or NEWCO on the other hand, amends or supplements a Schedule which results in a termination of this Agreement and such amendment or supplement arises out of or reflects facts or circumstances which such party knew about at the time of execution of this Agreement and knew would result in a termination of this Agreement or if such amendment or supplement to a Schedule otherwise is proposed in bad faith, such party shall be made later than 24 hours prior pay or reimburse CTS or the COMPANY and the STOCKHOLDER, as the case may be, for all of the legal, accounting and other out of pocket costs reasonably incurred in connection with this Agreement and the IPO as it relates to the anticipated effectiveness of COMPANY and the Registration StatementSTOCKHOLDER.

Amendment of Schedules. Each party hereto agrees thatThe Seller may, from time to time on or prior to the Closing, by notice in accordance with respect the terms of this Agreement, supplement, amend or create any Schedule to reflect the status of the Business and the Purchased Assets as of such time. No such supplemental, amended or additional Schedule shall be evidence, in and of itself, that the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date corresponding section of this AgreementAgreement are no longer true and correct in all material respects. It is specifically agreed that such Schedules may be amended to add a material, would have been required as well as immaterial, item thereto. No such supplemental, amended or additional schedule shall be deemed to be set forth cure any inaccuracy or described in the Schedulesbreach of any representation or warranty for purposes of Section 8.1, provided provided, however, that supplements and amendments any supplemental, amended or additional schedule related solely to Schedules 5.10Sections 4.5, 5.11, 5.14 and 5.15 shall only have to be delivered at 4.6 or 4.11 which is made for the Closing Date, unless purpose of updating such Schedule is to be amended to reflect an event occurring other than schedules for changes in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment business and updating shall not be deemed to create any inaccuracy or supplement to a Schedule prepared by the Company that constitutes breach of such representation or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation warranty for purposes of determining whether Section 8.1. If, however, the conditions set forth Purchaser would be permitted to refuse to consummate the transactions contemplated by this Agreement pursuant to Section 2.2(a) by reason of matters reflected in such supplemental, amended or additional Schedules and the Closing occurs, any such supplement, amendment or addition will be effective to cure and correct for all other purposes any breach of any representation, warranty or covenant which would have existed if the Seller had not made such supplement, amendment or addition, and all references to any Schedule hereto which is supplemented or amended as provided in this Section 2.7 shall for all purposes after the Closing be deemed to be a reference to such Schedule as so supplemented or amended. In the event the Seller delivers to the Purchaser any supplemental, amended or additional Schedule, the Purchaser shall have the right to delay the Closing until a date that is not more than 5 business days after the date the Purchaser receives such supplemental, amended or additional Schedules; provided, that if such 5 business day period would extend the Closing Date beyond the date after which this Agreement may be terminated by the Purchaser or the Seller pursuant to Section 9.1(b) or (c), the date in Sections 8.1 9.1(b) and 9.1 have been fulfilled, the Schedules hereto (c) shall be deemed to be the Schedules as amended or supplemented pursuant to business day following the expiration of such 5 business day period provided in this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement2.7.

Amendment of Schedules. Each party hereto agrees that, with ---------------------- respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Pre-Closing to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, -------- ------- 5.11 and 5.14 and 5.15 shall only have to be delivered at the Pre-Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding In the foregoing sentenceevent that the COMPANY amends or supplements a Schedule pursuant to this Section 7.9 in any material respect, no and HDS does not consent (which consent shall not be unreasonably withheld) to the effectiveness of such amendment or supplement to at or before the Pre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that HDS amends or supplements a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI pursuant to this Section 7.9 in any material respect and a majority of the Founding Companies other than do not consent (which consent shall not be unreasonably withheld) to the Company consent to effectiveness of such amendment or supplement; and provided furthersupplement at or before the Pre-Closing, that no amendment or supplement to a Schedule prepared this Agreement shall be deemed terminated by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies mutual consent to such amendment or supplementas set forth in Section 12.1(i) hereof. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.87.9. In the event that one of the Other Founding Companies seeks to amend amends or supplement supplements a Schedule pursuant to Section 7.8 7.9 of one of the Other AgreementsAgreements in any material respect, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI HDS shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI HDS and a majority of the Founding Companies Companies, excluding such Other Company, do not consent (other than which consent shall not be unreasonably withheld) to the Founding Company seeking to amend or supplement a Schedule) consent to effectiveness of such amendment or supplement, which consent shall have been deemed given by TCI at or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by before the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplementPre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In For purposes of this Section 7.9, HDS shall be deemed to have given its consent to the event that TCI or Newco seeks to amend effectiveness of any amendment or supplement to a Schedule pursuant to this Section 7.8 and a majority if HDS does not notify the COMPANY of the Founding Companies do not consent to its disapproval within 48 hours after HDS is notified of such amendment or supplement, this Agreement and the COMPANY and each Other Company shall be deemed terminated by mutual to have given its consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions effectiveness of this Section 7.8any amendment or supplement to a Schedule if the COMPANY or such Other Company, as applicable, does not notify HDS of its disapproval within 48 hours after the COMPANY or such Other Company, as applicable, is notified of such amendment or supplement. No Except as otherwise provided herein, no amendment of or supplement to a Schedule shall be made later than 24 hours prior to after the anticipated effectiveness of the Registration StatementPre-Closing.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Merger Effective Date to supplement or amend promptly the Schedules hereto schedules with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedulesschedules, which may include supplemental disclosure to a representation or warranty with respect to which no disclosure was made previously ("New Disclosure"), provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI schedule or Newco New Disclosure that constitutes or reflects an event a material adverse change in the business, operations, assets, properties, prospects or occurrence that would have condition (financial or otherwise) of the Company (a "Material Adverse Effect Amendment") may be made unless a majority of the Founding Companies consent UniCapital consents to such amendment Material Adverse Amendment; provided further, however, that if the amendment, supplement or supplement. For all purposes New Disclosure relates to changes in facts or circumstances occurring subsequent to the date of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, Agreement and such amendment amendment, supplement or supplement New Disclosure constitutes or reflects an event or occurrence that would have a Material Adverse Effect on Amendment, then such Other Founding Companyamendment, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend supplement or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement New Disclosure shall be deemed terminated accepted by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant UniCapital subject to the provisions of this Section 7.812.2 and 12.5 hereof. No amendment of or supplement to a Schedule or New Disclosure shall be made later than 24 48 hours prior to the anticipated effectiveness of the Registration StatementStatement defined in Section 9.4. Only (i) the Schedules attached to this Agreement at the time of its execution and (ii) amended Schedules, supplements or New Disclosure as accepted under the standards and provisions of this Section 8.14 shall be deemed to be a part of this Agreement in accordance with Section 19.3 hereof.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI Home and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI Home or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI Home shall give the Company notice promptly after it has knowledge thereof. If TCI Home and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI Home or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI Home and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco Home seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. (a) Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules; provided, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only -40- have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding . (b) Until 24 hours prior to the anticipated effectiveness of the Registration Statement, and notwithstanding the foregoing sentenceclause (a), the provisions of this clause (b) shall apply: no amendment or supplement to a Schedule prepared by the Company COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless TCI CTS and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI CTS or Newco NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI CTS shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI CTS and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI CTS or any Founding Company if no response is received from CTS or any such Founding Company within 24 hours following receipt of notice by CTS or any Founding Company of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.1(d) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, 7.8 and TCI CTS and a majority of the Other Founding Companies do not consent to such amendment or supplementsupplement as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i12.1(a) hereof. In the event that TCI CTS or Newco NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i12.1(d) hereof. (c) Between 24 hours prior to the anticipated effectiveness of the Registration Statement and the Closing Date, the provisions of this clause (c) shall apply. No amendment or supplement to a Schedule prepared by the COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless CTS consents to such amendment or supplement after consultation with the Underwriters. CTS and NEWCO hereby covenant that neither CTS nor NEWCO will amend or supplement any Schedule prepared by CTS or NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on CTS or NEWCO, as the case may be, without consulting with the Underwriters, and CTS shall provide immediate notice of such amendment or supplement to the Founding Companies. (d) For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No , except that, notwithstanding anything to the contrary contained in this Agreement, if the COMPANY or the STOCKHOLDERS on the one hand, or CTS or NEWCO on the other hand, amends or supplements a Schedule which results in a termination of this Agreement and such amendment or supplement arises out of or reflects facts or circumstances which such party knew about at the time of execution of this Agreement and knew would result in a termination of this Agreement or if such amendment or supplement to a Schedule otherwise is proposed in bad faith, such party shall be made later than 24 hours prior pay or reimburse CTS or the COMPANY and the STOCKHOLDERS, as the case may be, for all of the legal, accounting and other out of pocket costs reasonably incurred in connection with this Agreement and the IPO as it relates to the anticipated effectiveness of COMPANY and the Registration StatementSTOCKHOLDERS.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Pre-Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided provided, however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 5.14, 5.15, 5,16 and 5.15 5.19 shall only have to be delivered at the Pre-Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI VPI and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule schedule prepared by TCI VPI or Newco NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI VPI shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI VPI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.l(iv) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI VPI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI VPI or Newco NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement. For purposes of this Section 7.8, consent to an amendment or supplement to a schedule pursuant to Section 7.8 of this Agreement or one of the Other Agreements shall have been deemed given by VPI or any Founding Company if no response is received within 24 hours 45 following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested and so requested in the notice). The provisions of this Section 7.8 shall be contained in the Other Agreements executed in connection with the VPI Plan of Organization.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation obligation, until 24 hours prior to the anticipated effectiveness of the Registration Statement Statement, to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI PARENT and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided -35- further, that no amendment or supplement to a Schedule prepared by TCI PARENT or Newco ACQUISITION CORP. that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI PARENT shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI PARENT and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI PARENT or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv) hereof). In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI PARENT and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof). In the event that TCI PARENT or Newco any ACQUISITION CORP. seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof). No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing to supplement or amend promptly the Schedules hereto Sections of such party's Disclosure Schedule with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided howeverDisclosure Schedule; provided, that supplements and amendments the delivery by a party pursuant to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course this Section of business. Notwithstanding the foregoing sentence, no any supplement or amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment party's Disclosure Schedule shall not limit or supplement; and provided furtherotherwise affect the rights or remedies available hereunder to the party receiving such supplement or amendment. Without limiting the foregoing, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 Section 6 have been fulfilled, the Schedules hereto a party's Disclosure Schedule shall be deemed to be include only that information contained therein on the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one date of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth to exclude all information contained in Section 12.1(i) hereof. In any supplement or amendment thereto, but if the event that TCI or Newco seeks to amend or supplement a Schedule Closing shall occur, then all matters disclosed pursuant to this Section 7.8 and a majority of any such supplement or amendment at or prior to the Founding Companies do not consent to such amendment or supplement, this Agreement Closing shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No waived and no party to this Agreement shall be liable entitled to any other party if this Agreement shall be terminated make a claim thereon pursuant to the provisions terms of this Section 7.8. No amendment Agreement, except in connection with any matters which arise out of or supplement constitute willful misconduct or intentional breach, which shall not be waived and as to a Schedule which claims may be made. Offers of Employment. Parent shall be made later than 24 hours prior deliver to the anticipated effectiveness each employee of Company listed in Section 5.12 of the Registration StatementParent Disclosure Schedule a letter or employment agreement offering such employee employment with Parent and setting forth the place, position, salary, benefits and other terms of employment.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Funding and Consummation Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in on the Schedules, provided provided, however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would be reasonably likely to have a Material Adverse Effect may be made unless TCI PC and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI PC or Newco NEWCO that constitutes or reflects an event or occurrence that would be reasonably likely to have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks or its stockholders seek to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would be reasonably likely to have a Material Adverse Effect on such Other Founding CompanyCompany or the sale of its stock by its stockholders to PC, TCI PC shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI PC and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 48 hours following receipt of after notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consentnot, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.)

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, Schedules or which may have been omitted from the schedules previously provided by the Seller; provided however, that supplements and amendments to Schedules 5.104.10, 5.114.11, 5.14 4.14, 4.15(a), and 5.15 4.15(b) shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company Seller that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the Company, the Assets or the Business may be made unless TCI and a majority of the Founding Companies other than the Company consent RV Centers consents to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco RV Centers that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on RV Centers may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 7.1 and 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof6.7. In the event that the Company Seller seeks to amend or supplement a Schedule pursuant to this Section 7.86.7 to reflect an item not known to RV Centers or the Seller, as applicable, at the time of entering into this Agreement or an event occurring after the date of this Agreement, and TCI and a majority of the Other Founding Companies do RV Centers does not consent consent, in its reasonable discretion, to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i11.1(i) hereof. In the event that TCI or Newco RV Centers seeks to amend or supplement a Schedule pursuant to this Section 7.8 6.7 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i11.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.86.7 with respect to an attempt to supplement or amend a Schedule to reflect an item not known to the Seller or RV Centers (as applicable) at the time of execution or occurring after the date of execution of this Agreement. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement, subject to the proviso in the first sentence.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Funding and Consummation Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in on the Schedules, provided provided, however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would be reasonably likely to have a Material Adverse Effect may be made unless TCI PC and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI PC or Newco NEWCO that constitutes or reflects an event or occurrence that would be reasonably likely to have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks or its stockholders seek to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.event

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided provided, however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 5.14, 5.15 and 5.15 5.18 shall only have to be delivered at the Pre- Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI TSII and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco TSII that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI TSII shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI TSII and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI TSII or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.l(iv) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI TSII and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco TSII seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment The provisions of or supplement to a Schedule this Section 7.8 shall be made later than 24 hours prior to contained in the anticipated effectiveness Other Agreements executed in connection with TSII Plan of the Registration StatementOrganization.

Amendment of Schedules. Each party hereto agrees thatshall have, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing an obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Merger Effective Date to supplement or amend promptly the Schedules schedules hereto within two days of each filing with the SEC of an amendment to the Registration Statement with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedulesschedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event a material adverse change in the business, operations, assets, properties, prospects or occurrence that would have condition (financial or otherwise) of the Company or the NSJ Companies, taken as a whole (a "Material Adverse Effect Amendment"), may be made unless TCI and a majority of the Founding Companies other than the Company consent UniCapital consents to such amendment or supplement; and provided further, however, that no UniCapital may not withhold consent to such Material Adverse Amendment if the same relates to (i) changes in facts or circumstances occurring subsequent to the date hereof, or (ii) facts and circumstances existing as of the date hereof that were not disclosed by the Stockholders because they did not have knowledge of them (but, with respect to facts and circumstances described in (ii) only to the extent that the omission thereof from Schedules attached hereto as of the date hereof was not the result of a lack of good faith diligence on the part of the Stockholders). Notwithstanding the foregoing, (i) if any such amendment or supplement relates to a Schedule prepared by TCI changes in facts or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of circumstances occurring subsequent to the Founding Companies consent to such amendment or supplement. For all purposes date of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, Agreement and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding CompanyAmendment, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of then such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated accepted by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant UniCapital subject to the provisions of this Section 7.8. No 12.2 hereof and (ii) no amendment of or supplement to a Schedule schedule shall be made later than 24 48 hours prior to the anticipated effectiveness of the Registration Statement.Statement defined in Section 9.4. Only (i) the schedules attached to this Agreement at the time of its execution and (ii) amended schedules as accepted under the standards and provisions of this Section 8.14, shall be deemed to be part of this Agreement in accordance with Section 19.3

Amendment of Schedules. Each (a) For a period of 30 days following the date of this Agreement, PHI shall have the right to supplement or amend (i) Schedules 3.9, 3.11, 3.13, 3.18 and 3.27 hereto with respect to any matter arising or discovered after the date of this Agreement, which, if existing or known on the date of this Agreement, would have been required to be set forth or described in the Schedules and (ii) Schedule 3.12 (to disclose liens revealed by a UCC search) and Schedule 3.15 (to disclose or identify (A) additional Material Contracts containing change in control provisions for any PTI Entity or (B) additional Material Contracts for PT Cellular and any of its Subsidiaries, to the extent such Material Contracts were not previously disclosed). If such supplements or amendments include information not previously disclosed, the effect of which would constitute a Material Adverse Disclosure (as defined below), then Century shall have the right to terminate this Agreement. With respect to Schedule 3.18, if any such supplements or amendments include (i) information not previously disclosed, the effect of which would constitute a material economic impact, or (ii) previously undisclosed amendments since January 1, 1997 to an Employee Benefit Plan that would have a material economic impact, then, unless PHI elects to indemnify Century for any resulting material economic impact, Century shall have the right to terminate this Agreement. Century shall have 15 days following the expiration of such 30-day period to accept such Schedules or to provide notice to PHI that Century intends to terminate this Agreement pursuant to this Section 6.7(a). If Century does not provide written notice within such 15-day period, Century shall be deemed to have accepted such supplements or amendments and all matters disclosed pursuant to such supplements or amendments shall be deemed included in the Schedules at Closing (without necessity of a written waiver or other action on the part of any party) and to modify the applicable representations and warranties for all purposes. For purposes of this provision, "Material Adverse Disclosure" means disclosure of information pursuant to this Section 6.7 in a supplement or amendment to the Schedules, the impact of which is material to the business, financial condition or results of operations of (i) the PTI Telco Entities, (ii) PT Cellular and its Subsidiaries, (iii) Pacific Telecom Cable, Inc. or (iv) all of the other PTI Subsidiaries, in each case, taken as a whole. (b) Following the 30-day period specified above,each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation right until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered after the date of this Agreement which, if existing or known at on the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 8 and 9.1 9 have been fulfilled, the Schedules hereto shall be deemed to be include only that information contained therein on the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one date of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth to exclude all information contained in Section 12.1(i) hereof. In any supplement or amendment thereto; provided, however, that if the event that TCI or Newco seeks to amend or supplement a Schedule Closing shall occur, then all matters disclosed pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to any such supplement or amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth included in Section 12.1(ithe Schedules at Closing (without necessity of a written waiver or other action on the part of any party) hereof. No party and to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to modify the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statementapplicable representations and warranties for all purposes.

Amendment of Schedules. (a) Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules; provided, provided however, . that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding . (b) Until 24 hours prior to the anticipated effectiveness of the Registration Statement, and notwithstanding the foregoing sentenceclause (a), the provisions of this clause (b) shall apply: no amendment or supplement to a Schedule prepared by the Company COMPANY or the STOCKHOLDER that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless TCI CTS and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI CTS or Newco NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI CTS shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI CTS and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI CTS or any Founding Company if no response is received from CTS or any such Founding Company within 24 hours following receipt of notice by CTS or any Founding Company of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.1(d) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, 7.8 and TCI CTS and a majority of the Other Founding Companies do not consent to such amendment or supplementsupplement as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i12.1(a) hereof. In the event that TCI CTS or Newco NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplementsupplement as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i12.1(d) hereof. (c) Between 24 hours prior to the anticipated effectiveness of the Registration Statement and the Closing Date, the provisions of this clause (c) shall apply. No amendment or supplement to a Schedule prepared by the COMPANY or the STOCKHOLDER that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may on the COMPANY be made unless CTS consents to such amendment or supplement after consultation with the Underwriters. CTS and NEWCO hereby covenant that neither CTS nor NEWCO will amend or supplement any Schedule prepared by CTS or NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on CTS or NEWCO, as the case may be, without consulting with the Underwriters, and CTS shall provide immediate notice of such amendment or supplement to the Founding Companies. (d) For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No , except that, notwithstanding anything to the contrary contained in this Agreement, if the COMPANY or the STOCKHOLDER on the one hand, or CTS or NEWCO on the other hand, amends or supplements a Schedule which results in a termination of this Agreement and such amendment or supplement arises out of or reflects facts or circumstances which such party knew about at the time of execution of this Agreement and knew would result in a termination of this Agreement or if such amendment or supplement to a Schedule otherwise is proposed in bad faith, such party shall be made later than 24 hours prior pay or reimburse CTS or the COMPANY and the STOCKHOLDER, as the case may be, for all of the legal, accounting and other out of pocket costs reasonably incurred in connection with this Agreement and the IPO as it relates to the anticipated effectiveness of COMPANY and the Registration StatementSTOCKHOLDER.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Pre-Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided provided, however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 5.14, 5.15, 5,16 and 5.15 5.19 shall only have to be delivered at the Pre-Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI VPI and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule schedule prepared by TCI or Newco VPI that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI VPI shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI VPI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.l(iv) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI VPI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco VPI seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement. For purposes of this Section 7.8, consent to an amendment or supplement to a schedule pursuant to Section 7.8 of this Agreement or one of the Other Agreements shall have been deemed given by VPI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested and so requested in the notice). The provisions of this Section 7.8 shall be contained in the Other Agreements executed in connection with the VPI Plan of Organization.

Amendment of Schedules. Each party hereto agrees that, with respect From time to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours time prior to the anticipated effectiveness Closing, each Party shall, as soon as practicable and, in any event, within five (5) Business Days (or as promptly as practicable prior to the Closing if less than five (5) Business Days remain prior to the Closing), after becoming aware of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising existing on or discovered before the date hereof which was required to be set forth or described in the schedules applicable to such Party or any matter existing or occurring following the date hereof which, if existing or known at or before the date hereof, would have been required to be set forth or described in the schedules applicable to such Party, deliver to the other Party a supplement or update to the appropriate schedules (along with a marked copy of such applicable schedules reflecting such supplements or updates, if practicable): (a) to add to, or correct, any information in such schedules to the extent relating to any matter of which such Party has become aware existing or occurring on or prior to the date hereof which should have been set forth or described in such schedules; provided that, no such supplement or update shall cure any misrepresentation or breach of warranty for purposes of this Agreement including for purposes of satisfying the conditions set forth in ARTICLE 7 or for purposes of the other Party’s right to indemnification as provided in ARTICLE 8; and (b) to add to, or correct, any information in such schedules to reflect any matter of which such Party has become aware arising after the date hereof, which, if existing or occurring at or prior to the full execution and delivery of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements such schedules so as to render such schedules true and amendments correct in all respects (a “Subsequent Matter”). No supplement or update with respect to Schedules 5.10, 5.11, 5.14 and 5.15 any Subsequent Matter shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course cure any misrepresentation or breach of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all warranty for purposes of this Agreement, Agreement including without limitation for purposes of determining whether satisfying the conditions set forth in Sections 8.1 and 9.1 have been fulfilledARTICLE 7; provided that, if the Schedules hereto Closing occurs, each Party shall be deemed to be the Schedules as amended or supplemented have waived any right to indemnification pursuant to ARTICLE 8 with respect to any so disclosed Subsequent Matter. As used in this Section 7.85.9, “awareness” of a Party shall mean the actual knowledge of those individuals listed on Schedule 1.1.A (with respect to the Seller) and Schedule 1.1.B (with respect to the Buyer) without any inquiry or investigation. In For the event avoidance of doubt, awareness arising after the date hereof shall not cause a representation qualified by Knowledge that one is true and correct on the date hereof to cease to be so true and correct as of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) date hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, Schedules or which may have been omitted from the schedules previously provided by the Company; provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the Company may be made unless TCI and a majority of the Founding Companies other than the Company consent IES consents to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco IES that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on IES may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof7.7. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.87.7 to reflect an item not known to the Company or the Stockholders at the time of entering into this Agreement or an event occurring after the date of this Agreement, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.IES does not

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation obligation, until 24 hours prior to the anticipated effectiveness of the Registration Statement Statement, to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the such party's Schedules, provided however, that supplements and amendments to Schedules 5.105.11 (Liabilities and Obligations), 5.11, 5.14 5.12 (Accounts and 5.15 shall only have to Notes Receivable) and 5.22 (Significant Customers; Material Contracts and Commitments) must be delivered only at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course Ordinary Course of businessBusiness; and further provided that all matters identified by the Company on any Schedule supplement or amendment shall also be included on Schedule 11.1(d), except that any Schedule supplement or amendment specifically required by any Section of this Agreement shall not be included on Schedule 11.1(d) unless such supplement or amendment reflects matters outside of the Ordinary Course of Business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company Contributor that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the Business may be made unless TCI Clarant and a majority of the Founding Companies other than the Company Contributor consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco Clarant that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on Clarant may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.87.13. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to a provision similar to this Section 7.8 7.13 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI Clarant shall give the Company Contributor notice promptly after it has knowledge thereof. If TCI Knowledge thereof and no such amendment or supplement may be made unless a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) and Clarant consent to such amendment or supplement. If a majority of the Founding Companies consent to a Schedule amendment or supplement by Clarant, which consent shall have been deemed given by TCI any Founding Company if no response is received within 72 hours following receipt of notice of such amendment or supplement but the Contributor does not give its consent, the Contributor may terminate this Agreement pursuant to Section 12.1(d). If Clarant and a majority of the Founding Companies consent to a Schedule amendment or supplement by any Other Founding Company, which consent shall have been deemed given by Clarant or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested)supplement, but the Company Contributor does not give its consent, the Company Contributor may terminate this Agreement pursuant to Section 12.1(iv) hereof12.1(d). In the event that the Company Contributor seeks to amend or supplement a Schedule pursuant to this Section 7.87.13, and TCI and Clarant or a majority of the Other Founding Companies do not consent to such amendment or supplement, Contributor may terminate this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.812.1(d). No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement. Notwithstanding anything herein to the contrary, Schedule 10.8(g) shall not be amended by Clarant without the express written consent of the Contributor.

Amendment of Schedules. (a) Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing Date to supplement or amend promptly the Schedules hereto delivered by such party pursuant to its representation with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. . (b) Notwithstanding the foregoing sentenceclause (a), no amendment or supplement to a Schedule prepared by the Company COMPANY or the NAMED STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect Effect, individually or cumulatively with any other events or occurrences, may be made unless TCI and a majority of the Founding Companies other than the Company consent ITP consents in writing to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI ITP or Newco NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless the COMPANY and the NAMED STOCKHOLDERS consent in writing to such amendment or supplement. In the event that the COMPANY or the NAMED STOCKHOLDERS seek to amend or supplement a majority of the Founding Companies Schedule pursuant to this Section 7.7 and ITP does not consent to such amendment or supplement, as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(a) hereof. In the event that ITP or NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.7 and the COMPANY and the NAMED STOCKHOLDERS do not consent to such amendment or supplement, as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(a) hereof. (c) For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 8 and 9.1 9 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof7.7. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No 7.7, except that, notwithstanding anything to the contrary contained in this Agreement, if the COMPANY or the NAMED STOCKHOLDERS on the one hand, or ITP or NEWCO on the other hand, amends or supplements a Schedule which results in a termination of this Agreement and such amendment or supplement arises out of or reflects facts or circumstances which such party knew about at the time of execution of this Agreement and knew would result in a termination of this Agreement or if such amendment or supplement to a Schedule otherwise is proposed in bad faith, such party shall be made later than 24 hours prior to pay or reimburse ITP or the anticipated effectiveness COMPANY and the STOCKHOLDERS, as the case may be, for all of the Registration Statementlegal, accounting and other out of pocket costs reasonably incurred in connection with this Agreement.

Amendment of Schedules. (a) Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules; provided, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding . (b) Until 24 hours prior to the anticipated effectiveness of the Registration Statement, and notwithstanding the foregoing sentenceclause (a), the provisions of this clause (b) shall apply: no amendment or supplement to a Schedule prepared by the Company COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless TCI CTS and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI CTS or Newco NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI CTS shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI CTS and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI CTS or any Founding Company if no response is received from CTS or any such Founding Company within 24 hours following receipt of notice by CTS or any Founding Company of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.1(d) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, 7.8 and TCI CTS and a majority of the Other Founding Companies do not consent to such amendment or supplement, as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i12.1(a) hereof. In the event that TCI CTS or Newco NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i12.1(d) hereof. (c) Between 24 hours prior to the anticipated effectiveness of the Registration Statement and the Closing Date, the provisions of this clause (c) shall apply. No amendment or supplement to a Schedule prepared by the COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless CTS consents to such amendment or supplement after consultation with the Underwriters. CTS and NEWCO hereby covenant that neither CTS nor NEWCO will amend or supplement any Schedule prepared by CTS or NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on CTS or NEWCO, as the case may be, without consulting with the -41- Underwriters, and CTS shall provide immediate notice of such amendment or supplement to the Founding Companies. (d) For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No , except that, notwithstanding anything to the contrary contained in this Agreement, if the COMPANY or the STOCKHOLDERS on the one hand, or CTS or NEWCO on the other hand, amends or supplements a Schedule which results in a termination of this Agreement and such amendment or supplement arises out of or reflects facts or circumstances which such party knew about at the time of execution of this Agreement and knew would result in a termination of this Agreement or if such amendment or supplement to a Schedule otherwise is proposed in bad faith, such party shall be made later than 24 hours prior pay or reimburse CTS or the COMPANY and the STOCKHOLDERS, as the case may be, for all of the legal, accounting and other out of pocket costs reasonably incurred in connection with this Agreement and the IPO as it relates to the anticipated effectiveness of COMPANY and the Registration StatementSTOCKHOLDERS.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Funding and Consummation Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in on the Schedules, provided provided, however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY or the STOCKHOLDER that constitutes or reflects an event or occurrence that would be reasonably likely to have a Material Adverse Effect may be made unless TCI PC and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI PC or Newco NEWCO that constitutes or reflects an event or occurrence that would be reasonably likely to have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks or its stockholders seek to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.,

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Pre-Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided provided, however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 5.14, 5.15, 5,16 and 5.15 5.19 shall only have to be delivered at the Pre-Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company any COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI VPI and a majority of the Founding Companies other than the Company COMPANIES consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule schedule prepared by TCI or Newco VPI that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI VPI shall give the Company COMPANIES notice promptly after it has knowledge thereof. If TCI VPI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does COMPANIES do not give its their consent, the Company COMPANIES collectively may terminate this Agreement pursuant to Section 12.1(iv12.l(iv) hereof. In the event that the Company seeks COMPANIES seek to amend or supplement a Schedule pursuant to this Section 7.8, and TCI VPI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco VPI seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement. For purposes of this Section 7.8, consent to an amendment or supplement to a schedule pursuant to Section 7.8 of this Agreement or one of the Other Agreements shall have been deemed given by VPI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested and so requested in the notice). The provisions of this Section 7.8 shall be contained in the Other Agreements executed in connection with the VPI Plan of Organization.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours the Closing to promptly notify the other parties hereto of: (a) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would likely cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to Closing Date and (b) any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Disclosure Schedule (each such notice a “Disclosure Schedule Amendment Notice”). Each such Disclosure Schedule Amendment Notice shall be deemed to (a) automatically supplement or amend the SchedulesPartner Company Disclosure Schedule or Founder Disclosure Schedule, as the case may be; (b) qualify the representations and warranties of such party set forth in this Agreement (including, for the avoidance of doubt, any representations and warranties in respect of which no disclosure was provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority as of the Founding Companies other than the Company consent to such amendment or supplementEffective Date); and provided further, (c) cure any misrepresentation or breach of warranty that no amendment or supplement to a Schedule prepared might have existed hereunder by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority reason of the Founding Companies consent to such amendment or supplementmatter. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections Section 7.1 and Section 8.1 and 9.1 have been fulfilled, Partner Company Disclosure Schedule and the Schedules hereto Founder Disclosure Schedule shall be deemed to be the Schedules appropriate Disclosure Schedule as amended or supplemented pursuant to this Section 7.86.8, if a Disclosure Schedule is so amended or supplemented. In Neither the event that entry by Founder into any other agreement, such as this Agreement, after the date hereof for the acquisition of one or more of the Other Founding Companies seeks to amend or supplement a companies disclosed on Founder Schedule pursuant to Section 7.8 5.14 nor the performance by Founder of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement obligations thereunder shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In to require the event that TCI amendment to or Newco seeks a supplementation of Founder Disclosure Schedule, to amend breach any representation, warranty, covenant or supplement a Schedule pursuant agreement herein, or to this Section 7.8 and a majority cause the failure of the Founding Companies do not consent any condition to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration StatementClosing.

Amendment of Schedules. Each party hereto agrees The Company and the Stockholders agree that, with respect to the representations and warranties of such party contained in this Agreement, such party the Company and the Stockholders shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in on the Schedules. The Stockholders understand and agree that, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at as of the Closing Date, unless they will be required to execute a "bring-down" certificate which shall state that all representations and warranties in this Agreement are true and correct as of the Closing Date. To the extent that any such Schedule representation and warranty is qualified by disclosure on a schedule which changes after the date hereof and prior to be amended Closing, the Stockholders agree to reflect an event occurring other than notify the Parent of such changes in writing and to summarize all such changes via the ordinary course of businessbring-down certificate on the Closing Date. Notwithstanding the foregoing sentence, no the truth and accuracy of any and all representations and warranties of the Stockholders as of the date of this Agreement and as of the Closing Date shall be a precondition to the consummation of this transaction by the Parent (provided that, solely for purposes of this pre-Closing condition, and not for purposes of evaluating compliance with or breach of any representation or warranty post-Closing, "truth and accuracy" of a representation or warranty shall mean "truth and accuracy in all material respects" of such representation or warranty, provided that such representation or warranty is not otherwise qualified by materiality), and Parent shall not be deemed to have consented to any amendment or supplement to a Schedule prepared by the Company Stockholders after the date hereof or to have waived any of its rights or remedies for breach hereof, with respect to any matter hereafter arising or discovered that constitutes or reflects an event or occurrence that would be reasonably likely to have a Material Adverse Effect may be made unless TCI and a majority material adverse effect on the business of the Founding Companies other than Company, unless the Company consent Parent acknowledges and consents to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation obligation, until 24 hours prior to the anticipated effectiveness of the Registration Statement Statement, to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company any COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI PARENT and a majority of the Founding Companies other than the Company COMPANIES consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI PARENT or Newco any ACQUISITION CORP. that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI PARENT shall give the Company COMPANIES notice promptly after it has knowledge thereof. If TCI PARENT and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI PARENT or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does COMPANIES do not give its their consent, the Company COMPANIES may terminate this Agreement pursuant to Section 12.1(iv) hereof). In the event that the Company any COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI PARENT and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof). In the event that TCI PARENT or Newco any ACQUISITION CORP. seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof). No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect ---------------------- to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that -------- supplements and amendments to Schedules 5.10, 5.11, 5.11 and 5.14 and 5.15 shall only have to be delivered at the Closing DateClosing, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding In the foregoing sentence, no amendment event that (i) the COMPANY amends or supplement to supplements a Schedule prepared by pursuant to this Section 7.9 at or before the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI Pre-Closing and URSI and a majority of the Founding Companies other than the Company do not consent to the effectiveness of such amendment or supplement; supplement at or before the Pre- Closing or (ii) the COMPANY amends or supplements a Schedule pursuant to this Section 7.9 after the pre-Closing and provided further, that no URSI does not consent to the effectiveness of such amendment or supplement to at or before the Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that (i) URSI amends or supplements a Schedule prepared by TCI pursuant to this Section 7.9 at or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless before the Pre-Closing and COMPANY and a majority of the Founding Companies do not consent to the effectiveness of such amendment or supplementsupplement at or before the Pre-Closing or (ii) URSI amends or supplements a Schedule pursuant to this Section 7.9 after the Pre-Closing and the COMPANY does not consent to the effectiveness of such amendment or supplement at or before the Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.87.9. In the event that one of the Other other Founding Companies seeks to amend amends or supplement supplements a Schedule pursuant to Section 7.8 7.9 of one of the Other AgreementsAgreements at or before the Pre-Closing, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI URSI shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI URSI, COMPANY and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) do not consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice the effectiveness of such amendment or supplement (at or sooner if required by before the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplementPre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In For purposes of this Section 7.9, URSI shall be deemed to have given its consent to the event that TCI or Newco seeks to amend effectiveness of any amendment or supplement to a Schedule pursuant to this Section 7.8 and a majority if URSI does not notify COMPANY of the Founding Companies do not consent to its disapproval within 48 hours after URSI is notified of such amendment or supplement, this Agreement and COMPANY and each other Founding Company shall be deemed terminated by mutual to have given its consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions effectiveness of this Section 7.8. No any amendment of or supplement to a Schedule shall be made later than 24 if COMPANY or such other Founding Company, as applicable, does not notify URSI of its disapproval within 48 hours prior to the anticipated effectiveness after COMPANY or such other Founding Company, as applicable, is notified of the Registration Statementsuch amendment or supplement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Funding and Consummation Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in on the Schedules, provided provided, however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by either COMPANY or the Company STOCKHOLDER that constitutes or reflects an event or occurrence that would be reasonably likely to have a Material Adverse Effect may be made unless TCI PC and a majority of the Founding Companies other than the Company COMPANIES consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI PC or Newco either NEWCO that constitutes or reflects an event or occurrence that would be reasonably likely to have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.this

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI LandCARE and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco LandCARE that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI LandCARE shall give the Company notice promptly after it has knowledge thereof. If TCI LandCARE and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI LandCARE or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI LandCARE and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco LandCARE seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Consummation Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may Effect, shall be made effective unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent VESTCOM affirmatively consents to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of 67 determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereofsection 7.7. In the event that the Company seeks to amend COMPANY amends or supplement supplements a Schedule pursuant to this Section 7.8, 7.7 and TCI and a majority of the Other Founding Companies do VESTCOM does not consent to the effectiveness of such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth remain binding on the COMPANY and VESTCOM shall have available to it all rights and remedies at law or in Section 12.1(iequity, including, but not limited to (i) hereofthe right to terminate this Agreement and (ii) the right to seek damages for breach of this Agreement. In Notwithstanding the event that TCI or Newco seeks to amend foregoing, if the amendment or supplement to the Schedule is a Schedule pursuant result of an event which occurs after the date of execution of this Agreement which has a Material Adverse Effect and which is required to this Section 7.8 and a majority of be disclosed on the Founding Companies do not consent to Schedules hereto, such amendment or supplementsupplement will give VESTCOM the right to terminate this Agreement, but not the right to seek damages. If this Agreement is terminated pursuant to the terms of this Section without any breach or default, no party shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereofhave the right to seek damages. No party to this Agreement VESTCOM shall not be liable to any other party to this Agreement if this Agreement shall be terminated by VESTCOM pursuant to the this provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement7.7.

Amendment of Schedules. Each party hereto agrees that, with ---------------------- respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Pre-Closing to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules -------- ------- 5.10, 5.11, 5.11 and 5.14 and 5.15 shall only have to be delivered at the Pre-Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business, and further provided that Schedule 5.10 need not be updated with respect to items described in the parenthetical phrase in the second sentence of Section 5.10. Notwithstanding In the foregoing sentenceevent that the COMPANY amends or supplements a Schedule pursuant to this Section 7.9 in any material respect, no and HDS does not consent (which consent shall not be unreasonably withheld) to the effectiveness of such amendment or supplement to at or before the Pre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that HDS amends or supplements a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI pursuant to this Section 7.9 in any material respect and a majority of the Founding Companies other than do not consent (which consent shall not be unreasonably withheld) to the Company consent to effectiveness of such amendment or supplement; and provided furthersupplement at or before the Pre-Closing, that no amendment or supplement to a Schedule prepared this Agreement shall be deemed terminated by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies mutual consent to such amendment or supplementas set forth in Section 12.1(i) hereof. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.87.9. In the event that one of the Other Founding Companies seeks to amend amends or supplement supplements a Schedule pursuant to Section 7.8 7.9 of one of the Other AgreementsAgreements in any material respect, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI HDS shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI HDS and a majority of the Founding Companies Companies, excluding such Other Company, do not consent (other than which consent shall not be unreasonably withheld) to the Founding Company seeking to amend or supplement a Schedule) consent to effectiveness of such amendment or supplement, which consent shall have been deemed given by TCI at or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by before the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplementPre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In For purposes of this Section 7.9, HDS shall be deemed to have given its consent to the event that TCI or Newco seeks to amend effectiveness of any amendment or supplement to a Schedule pursuant to this Section 7.8 and a majority if HDS does not notify the COMPANY of the Founding Companies do not consent to its disapproval within 48 hours after 30 HDS is notified of such amendment or supplement, this Agreement and the COMPANY and each Other Company shall be deemed terminated by mutual to have given its consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions effectiveness of this Section 7.8any amendment or supplement to a Schedule if the COMPANY or such Other Company, as applicable, does not notify HDS of its disapproval within 48 hours after the COMPANY or such Other Company, as applicable, is notified of such amendment or supplement. No Except as otherwise provided herein, no amendment of or supplement to a Schedule shall be made later than 24 hours prior to after the anticipated effectiveness of the Registration StatementPre-Closing.

Amendment of Schedules. (a) Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules; provided, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding . (b) Until 24 hours prior to the anticipated effectiveness of the Registration Statement, and notwithstanding the foregoing sentenceclause (a), the provisions of this clause (b) shall apply: no amendment or supplement to a Schedule prepared by the Company COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless TCI CTS and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI CTS or Newco NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI CTS shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI CTS and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI CTS or any Founding Company if no response is received from CTS or any such Founding Company within 24 hours following receipt of notice by CTS or any Founding Company of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.1(d) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, 7.8 and TCI CTS and a majority of the Other Founding Companies do not consent to such amendment or supplementsupplement as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i12.1(a) hereof. In the event that TCI CTS or Newco NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i12.1(d) hereof. (c) Between 24 hours prior to the anticipated effectiveness of the Registration Statement and the Closing Date, the provisions of this clause (c) shall apply. No amendment or supplement to a Schedule prepared by the COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless CTS consents to such amendment or supplement after 44 consultation with the Underwriters. CTS and NEWCO hereby covenant that neither CTS nor NEWCO will amend or supplement any Schedule prepared by CTS or NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on CTS or NEWCO, as the case may be, without consulting with the Underwriters, and CTS shall provide immediate notice of such amendment or supplement to the Founding Companies. (d) For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No , except that, notwithstanding anything to the contrary contained in this Agreement, if the COMPANY or the STOCKHOLDERS on the one hand, or CTS or NEWCO on the other hand, amends or supplements a Schedule which results in a termination of this Agreement and such amendment or supplement arises out of or reflects facts or circumstances which such party knew about at the time of execution of this Agreement and knew would result in a termination of this Agreement or if such amendment or supplement to a Schedule otherwise is proposed in bad faith, such party shall be made later than 24 hours prior pay or reimburse CTS or the COMPANY and the STOCKHOLDERS, as the case may be, for all of the legal, accounting and other out of pocket costs reasonably incurred in connection with this Agreement and the IPO as it relates to the anticipated effectiveness of COMPANY and the Registration StatementSTOCKHOLDERS.

Amendment of Schedules. Each party hereto agrees that, with respect to ---------------------- the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Pre-Closing to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, -------- ------- 5.11 and 5.14 and 5.15 shall only have to be delivered at the Pre-Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding In the foregoing sentenceevent that the COMPANY amends or supplements a Schedule pursuant to this Section 7.9 in any material respect, no and HDS does not consent (which consent shall not be unreasonably withheld) to the effectiveness of such amendment or supplement to at or before the Pre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that HDS amends or supplements a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI pursuant to this Section 7.9 in any material respect and a majority of the Founding Companies other than do not consent (which consent shall not be unreasonably withheld) to the Company consent to effectiveness of such amendment or supplement; and provided furthersupplement at or before the Pre-Closing, that no amendment or supplement to a Schedule prepared this Agreement shall be deemed terminated by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies mutual consent to such amendment or supplementas set forth in Section 12.1(i) hereof. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.87.9. In the event that one of the Other Founding Companies seeks to amend amends or supplement supplements a Schedule pursuant to Section 7.8 7.9 of one of the Other AgreementsAgreements in any material respect, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI HDS shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI HDS and a majority of the Founding Companies excluding such Other Company do not consent (other than which consent shall not be unreasonably withheld) to the Founding Company seeking to amend or supplement a Schedule) consent to effectiveness of such amendment or supplement, which consent shall have been deemed given by TCI at or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by before the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplementPre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In For purposes of this Section 7.9, HDS shall be deemed to have given its consent to the event that TCI or Newco seeks to amend effectiveness of any amendment or supplement to a Schedule pursuant to this Section 7.8 and a majority if HDS does not notify the COMPANY of the Founding Companies do not consent to its disapproval within 48 hours after HDS is notified of such amendment or supplement, this Agreement and the COMPANY and each Other Company shall be deemed terminated by mutual to have given its consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions effectiveness of this Section 7.8any amendment or supplement to a Schedule if the COMPANY or such Other Company, as applicable, does not notify HDS of its disapproval within 48 hours after the COMPANY or such Other Company, as applicable, is notified of such amendment or supplement. No Except as otherwise provided herein, no amendment of or supplement to a Schedule shall be made later than 24 hours prior to after the anticipated effectiveness of the Registration StatementPre-Closing.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Pre-Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided provided, however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 5.14, 5.15, 5,16 and 5.15 5.19 shall only have to be delivered at the Pre-Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company any COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI VPI and a majority of the Founding Companies other than the Company COMPANIES consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule schedule prepared by TCI VPI or Newco the NEWCOS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI VPI shall give the Company COMPANIES notice promptly after it has knowledge thereof. If TCI VPI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does COMPANIES do not give its their consent, the Company COMPANIES collectively may terminate this Agreement pursuant to Section 12.1(iv12.l(iv) hereof. In the event that the Company seeks COMPANIES seek to amend or supplement a Schedule pursuant to this Section 7.8, and TCI VPI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI VPI or Newco any NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement. For purposes of this Section 7.8, consent to an amendment or supplement to a schedule pursuant to Section 7.8 of this Agreement or one of the Other Agreements shall have been deemed given by VPI or any Founding Company if no response is received within 24 hours following receipt by STOCKHOLDERS (including any parties designated herein to receive copies of notices to STOCKHOLDERS) of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested and so requested in the notice). The provisions of this Section 7.8 shall be contained in the Other Agreements executed in connection with the VPI Plan of Organization.

Amendment of Schedules. Each party hereto agrees that, with respect From time to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours time prior to the anticipated effectiveness Closing, each Party shall, as soon as practicable and, in any event, within five (5) Business Days (or as promptly as practicable prior to the Closing if less than five (5) Business Days remain prior to the Closing), after becoming aware of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising existing on or discovered before the date hereof which was required to be set forth or described in the schedules applicable to such Party or any matter existing or occurring following the date hereof which, if existing or known at or before the date hereof, would have been required to be set forth or described in the schedules applicable to such Party, deliver to the other Party a supplement or update to the appropriate schedules (along with a marked copy of such applicable schedules reflecting such supplements or updates, if practicable): 37 (a) to add to, or correct, any information in such schedules to the extent relating to any matter of which such Party has become aware existing or occurring on or prior to the date hereof which should have been set forth or described in such schedules; provided that, no such supplement or update shall cure any misrepresentation or breach of warranty for purposes of this Agreement including for purposes of satisfying the conditions set forth in ARTICLE 7 or for purposes of the other Party’s right to indemnification as provided in ARTICLE 8; and (b) to add to, or correct, any information in such schedules to reflect any matter of which such Party has become aware arising after the date hereof, which, if existing or occurring at or prior to the full execution and delivery of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements such schedules so as to render such schedules true and amendments correct in all respects (a “Subsequent Matter”). No supplement or update with respect to Schedules 5.10, 5.11, 5.14 and 5.15 any Subsequent Matter shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course cure any misrepresentation or breach of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all warranty for purposes of this Agreement, Agreement including without limitation for purposes of determining whether satisfying the conditions set forth in Sections 8.1 and 9.1 have been fulfilledARTICLE 7; provided that, if the Schedules hereto Closing occurs, each Party shall be deemed to be the Schedules as amended or supplemented have waived any right to indemnification pursuant to ARTICLE 8 with respect to any so disclosed Subsequent Matter. As used in this Section 7.85.9, “awareness” of a Party shall mean the actual knowledge of those individuals listed on Schedule 1.1.A (with respect to the Seller) and Schedule 1.1.B (with respect to the Buyer) without any inquiry or investigation. In For the event avoidance of doubt, awareness arising after the date hereof shall not cause a representation qualified by Knowledge that one is true and correct on the date hereof to cease to be so true and correct as of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) date hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior the Closing to promptly notify the anticipated effectiveness other parties hereto of: (a) the occurrence or non-occurrence of any event the Registration Statement occurrence or non-occurrence of which would likely cause any representation or warranty of such party contained in this Agreement to supplement be untrue or amend promptly inaccurate in any material respect at the Schedules hereto with respect to Closing Date and (b) any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Disclosure Schedule (each such notice a “Disclosure Schedule Amendment Notice”). Each such Disclosure Schedule Amendment Notice shall be deemed to (a) automatically supplement or amend the SchedulesPartner Company Disclosure Schedule or Founder Disclosure Schedule, as the case may be; (b) qualify the representations and warranties of such party set forth in this Agreement (including, for the avoidance of doubt, any representations and warranties in respect of which no disclosure was provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority as of the Founding Companies other than the Company consent to such amendment or supplementEffective Date); and provided further, (c) cure any misrepresentation or breach of warranty that no amendment or supplement to a Schedule prepared might have existed hereunder by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority reason of the Founding Companies consent to such amendment or supplementmatter. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections Section 7.1 and Section 8.1 and 9.1 have been fulfilled, Partner Company Disclosure Schedule and the Schedules hereto Founder Disclosure Schedule shall be deemed to be the Schedules appropriate Disclosure Schedule as amended or supplemented pursuant to this Section 7.86.7, if a Disclosure Schedule is so amended or supplemented. In Neither the event that entry by Founder into any other agreement, such as this Agreement, after the date hereof for the acquisition of one or more of the Other Founding Companies seeks to amend or supplement a companies disclosed on Founder Schedule pursuant to Section 7.8 5.14 nor the performance by Founder of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement obligations thereunder shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In to require the event that TCI amendment to or Newco seeks a supplementation of Founder Disclosure Schedule, to amend breach any representation, warranty, covenant or supplement a Schedule pursuant agreement herein, or to this Section 7.8 and a majority cause the failure of the Founding Companies do not consent any condition to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration StatementClosing.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Merger Effective Date to supplement or amend promptly the Schedules schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedulesschedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided furtherprovided, that no amendment or supplement to a Schedule prepared by TCI or Newco schedule that constitutes or reflects an event a material adverse change in the business, operations, assets, properties, prospects or occurrence that would have condition (financial or otherwise) of the Company (a "Material Adverse Effect Amendment") may be made unless a majority of the Founding Companies consent UniCapital consents to such Material Adverse Amendment ; provided, further, however, that if the amendment or supplement. For all purposes supplement relates to changes in facts or circumstances occurring subsequent to the date of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, Agreement and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding CompanyAmendment, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of then such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated accepted by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant UniCapital subject to the provisions of this Section 7.812.2 and 12.5 hereof. No amendment of or supplement to a Schedule schedule shall be made later than 24 48 hours prior to the anticipated effectiveness of the Registration StatementStatement defined in Section 9.4. Notwithstanding anything to the contrary contained in this Section 8.14, the Stockholders shall not be required to supplement or amend the schedules hereto with respect to any matters hereafter arising or discovered which individually or in the aggregate do not constitute or reflect a material adverse change in the business, operations, assets, properties, prospects or condition (financial or otherwise) of the Company (a "Material Adverse Change"); provided; however, that the Stockholders shall be required to supplement or amend the schedules no later than 48 hours prior to the anticipated effectiveness the Registration Statement defined in Section 9.4 with respect to any matters hereafter arising or discovered, which if existing or known at the date of this Agreement, would have been required to be set forth or described in the schedules, regardless of whether such matters reflect or constitute a Material Adverse Change. Only (i) the schedules attached to this Agreement at the time of its execution and (ii) amended schedules as accepted under the standards and provisions of this Section 8.14, shall be deemed to be a part of this Agreement in accordance with Section 19.3 hereof.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation ---------------------- until 24 hours prior to the anticipated effectiveness of the Registration Statement Pre-Closing to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, ; provided however, that supplements and -------- ------- amendments to Schedules 5.10, 5.11, 5.11 and 5.14 and 5.15 shall only have to be delivered only at the Pre-Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding In the foregoing sentenceevent that the COMPANY amends or supplements a Schedule under this Section 7.9 in any material respect, no and HDS does not consent (which consent shall not be unreasonably withheld) to the effectiveness of such amendment or supplement to at or before the Pre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. If a schedule is amended or supplemented in a non-material respect, the consent of HDS shall be deemed granted. In the event that HDS amends or supplements a Schedule prepared by under this Section 7.9 in any material respect and the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Other Companies other than do not consent (which consent shall not be unreasonably withheld) to the Company consent to effectiveness of such amendment or supplement; and provided furthersupplement at or before the Pre-Closing, that no amendment or supplement to a Schedule prepared this Agreement shall be deemed terminated by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies mutual consent to such amendment or supplementas set forth in Section 12.1(i) hereof. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to under this Section 7.87.9. In the event that one of the Other Founding Companies seeks to amend amends or supplement supplements a Schedule pursuant to under Section 7.8 7.9 of one of the Other AgreementsAgreements in any material respect, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI HDS shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI HDS and a majority of the Founding Companies Companies, excluding such Other Company, do not consent (other than which consent shall not be unreasonably withheld) to the Founding Company seeking to amend or supplement a Schedule) consent to effectiveness of such amendment or supplement, which consent shall have been deemed given by TCI at or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by before the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplementPre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In For purposes of this Section 7.9, HDS shall be deemed to have given its consent to the event that TCI or Newco seeks to amend effectiveness of any amendment or supplement to a Schedule pursuant to this Section 7.8 and a majority if HDS does not notify the COMPANY of the Founding Companies do not consent to its disapproval within 48 hours after HDS is notified of such amendment or supplement, this Agreement and the COMPANY and each Other Company shall be deemed terminated by mutual to have given its consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions effectiveness of this Section 7.8any amendment or supplement to a Schedule if the COMPANY or such Other Company, as applicable, does not notify HDS of its disapproval within 48 hours after the COMPANY or such Other Company, as applicable, is notified of such amendment or supplement. No Except as otherwise provided herein, no amendment of or supplement to a Schedule shall be made later than 24 hours prior to after the anticipated effectiveness of the Registration StatementPre-Closing.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.this

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation obligation, until 24 hours prior to the anticipated effectiveness of the Registration Statement Statement, to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.105.11 (Liabilities and Obligations), 5.11, 5.14 5.12 (Accounts and 5.15 shall only have to Notes Receivable) and 5.22 (Significant Customers; Material Contracts and Commitments) must be delivered only at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course Ordinary Course of businessBusiness; and further provided that all matters identified by the Company or the Stockholders on any Schedule supplement or amendment shall also be included on SCHEDULE 11.1(f). Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the Company may be made unless TCI Clarant and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI Clarant or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on Clarant and Newco may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.87.11. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to this Section 7.8 7.11 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI Clarant shall give the Company notice promptly after it has knowledge thereof. If TCI Clarant and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI Clarant or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof12.1(e). In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.87.11, and TCI Clarant and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.812.1(a). No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. (a) Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Closing Date to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules; provided, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding . (b) Until 24 hours prior to the anticipated effectiveness of the Registration Statement, and notwithstanding the foregoing sentenceclause (a), the provisions of this clause (b) shall apply: no amendment or supplement to a Schedule prepared by the Company COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless TCI CTS and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI CTS or Newco NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI CTS shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI CTS and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI CTS or any Founding Company if no response is received from CTS or any such Founding Company within 24 hours following receipt of notice by CTS or any Founding Company of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.1(d) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, 7.8 and TCI CTS and a majority of the Other Founding Companies do not consent to such amendment or supplementsupplement as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i12.1(a) hereof. In the event that TCI CTS or Newco NEWCO seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplementsupplement as provided above, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i12.1(d) hereof. (c) Between 24 hours prior to the anticipated effectiveness of the Registration Statement and the Closing Date, the provisions of this clause (c) shall apply. No amendment or supplement to a Schedule prepared by the COMPANY or the STOCKHOLDERS that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on the COMPANY may be made unless CTS consents to such amendment or supplement after consultation with the Underwriters. CTS and NEWCO hereby covenant that neither CTS nor NEWCO will amend or supplement any Schedule prepared by CTS or NEWCO that constitutes or reflects an event or occurrence that would have a Material Adverse Effect on CTS or NEWCO, as the case may be, without consulting with the Underwriters, and CTS shall provide immediate notice of such amendment or supplement to the Founding Companies. (d) For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No , except that, notwithstanding anything to the contrary contained in this Agreement, if the COMPANY or the STOCKHOLDERS on the one hand, or CTS or NEWCO on the other hand, amends or supplements a Schedule which results in a termination of this Agreement and such amendment or supplement arises out of or reflects facts or circumstances which such party knew about at the time of execution of this Agreement and knew would result in a termination of this Agreement or if such amendment or supplement to a Schedule otherwise is proposed in bad faith, such party shall be made later than 24 hours prior pay or reimburse CTS or the COMPANY and the STOCKHOLDERS, as the case may be, for all of the legal, accounting and other out of pocket costs reasonably incurred in connection with this Agreement and the IPO as it relates to the anticipated effectiveness of COMPANY and the Registration StatementSTOCKHOLDERS.

Amendment of Schedules. Each party hereto agrees that, with respect ---------------------- to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Pre-Closing to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules; provided, provided however, that supplements and amendments to Schedules 5.10, 5.11, -------- ------- 5.11 and 5.14 and 5.15 shall only have to be delivered at the Pre-Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding In the foregoing sentenceevent that the COMPANY amends or supplements a Schedule pursuant to this Section 7.9 in any material respect, no and HDS does not consent (which consent shall not be unreasonably withheld) to the effectiveness of such amendment or supplement to at or before the Pre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that HDS amends or supplements a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI pursuant to this Section 7.9 in any material respect and a majority of the Founding Companies other than do not consent (which consent shall not be unreasonably withheld) to the Company consent to effectiveness of such amendment or supplement; and provided furthersupplement at or before the Pre-Closing, that no amendment or supplement to a Schedule prepared this Agreement shall be deemed terminated by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies mutual consent to such amendment or supplementas set forth in Section 12.1(i) hereof. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.87.9. In the event that one of the Other Founding Companies seeks to amend amends or supplement supplements a Schedule pursuant to Section 7.8 7.9 of one of the Other AgreementsAgreements in any material respect, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such any Other Founding CompanyAgreement is amended in any material respect with respect to any of the terms described in Section 7.13 below, TCI HDS shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI HDS and a majority of the Other Founding Companies Companies, excluding such other Company effecting the amendment or supplement, do not consent (which consent shall not be unreasonably withheld) to the effectiveness of such amendment or supplement, at or before the Pre-Closing, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In For purposes of this Section 7.9, HDS shall be deemed to have given its consent to the event that TCI or Newco seeks to amend effectiveness of any amendment or supplement to a Schedule pursuant to this Section 7.8 and a majority if HDS does not notify the COMPANY of the Founding Companies do not consent to its disapproval within 48 hours after HDS is notified of such amendment or supplement, this Agreement and the COMPANY and each Other Company shall be deemed terminated by mutual to have given its consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions effectiveness of this Section 7.8any amendment or supplement to a Schedule if the COMPANY or such Other Company, as applicable, does not notify HDS of its disapproval within 48 hours after the COMPANY or such Other Company, as applicable, is notified of such amendment or supplement. No Except as otherwise provided herein, no amendment of or supplement to a Schedule shall be made later than 24 hours prior to after the anticipated effectiveness of the Registration StatementPre-Closing.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided provided, however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 5.14, 5.15 and 5.15 5.18 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI TSII and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule schedule prepared by TCI or Newco TSII that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI TSII shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI TSII and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI TSII or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv12.l(iv) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI TSII and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco TSII seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other 50 party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company COMPANY that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI CSI and a majority of the Founding Companies other than the Company COMPANY consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco CSI that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI CSI shall give the Company COMPANY notice promptly after it has knowledge thereof. If TCI CSI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI CSI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company COMPANY does not give its consent, the Company COMPANY may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company COMPANY seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI CSI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco CSI seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

Amendment of Schedules. (a) With respect to any schedules that are not attached to this Agreement at the time of its execution, the Majority Stockholders covenant and agree that such Majority Stockholders shall deliver final and binding copies of all schedules to this Agreement (other than Schedule 6.5 and Annex II, amended and restated copies of which shall be provided by the Majority Stockholders in accordance with Section 8.16 hereof, and the list to be delivered pursuant to Section 6.14) not later than ten business days after execution of this Agreement. From the date of delivery of any schedules referred to in the preceding sentence, until and including the Closing Date, UniCapital shall have the right to review such schedules and to accept or reject any of them, in whole or in part, in its reasonable discretion. In the event that UniCapital rejects any such schedule or any part thereof, the Majority Stockholders shall have the right to revise and resubmit such schedule. Only (i) the initial schedules attached to this Agreement at the time of its execution, (ii) schedules accepted by UniCapital in its reasonable discretion under this Section 8.14(a), or (iii) amended schedules as accepted under the standards and provisions of Section 8.14(b) , shall be deemed to be a part of this Agreement in accordance with Section 19.3 hereof. (b) Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Merger Effective Date to supplement or amend promptly the Schedules schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedulesschedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided furtherprovided, that no amendment or supplement to a Schedule prepared by TCI or Newco schedule that constitutes or reflects an event a material adverse change to the Company or occurrence that would have a Material Adverse Effect any Subsidiary may be made unless a majority of the Founding Companies consent UniCapital consents to such amendment or supplement. For all purposes of this Agreement; provided, including without limitation for purposes of determining whether further, however, that if the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend amendment or supplement a Schedule pursuant relates to Section 7.8 of one of changes in facts or circumstances occurring subsequent to the Other Agreements, date such schedule was accepted by UniCapital and such amendment or supplement constitutes or reflects an event a material adverse change to the Company or occurrence that would have any Subsidiary (a "Material Adverse Effect on such Other Founding CompanyAmendment"), TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of then such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated accepted by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant UniCapital subject to the provisions of this Section 7.812.2 and 12.5 hereof. No amendment of or supplement to a Schedule schedule 47 shall be made later than 24 48 hours prior to the anticipated effectiveness of the Registration StatementStatement defined in Section 9.4.

Amendment of Schedules. Each party hereto agrees thatshall have, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing an obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement Merger Effective Date to supplement or amend promptly the Schedules schedules hereto within two days of each filing with the SEC of an amendment to the Registration Statement with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedulesschedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event a material adverse change in the business, operations, assets, properties, prospects or occurrence that would have condition (financial or otherwise) of the Company or the CLA Companies, taken as a whole (a "Material Adverse Effect Amendment"), may be made unless TCI and a majority of the Founding Companies other than the Company consent UniCapital consents to such amendment or supplement; and provided further, however, that no UniCapital may not withhold consent to such Material Adverse Amendment if the same relates to (i) changes in facts or circumstances occurring subsequent to the date hereof, or (ii) facts and circumstances existing as of the date hereof that were not disclosed by the Stockholders because they did not have knowledge of them (but, with respect to facts and circumstances described in (ii) only to the extent that the omission thereof from Schedules attached hereto as of the date hereof was not the result of a lack of good faith diligence on the part of the Stockholders). Notwithstanding the foregoing, (i) if any such amendment or supplement relates to a Schedule prepared by TCI changes in facts or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of circumstances occurring subsequent to the Founding Companies consent to such amendment or supplement. For all purposes date of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, Agreement and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding CompanyAmendment, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of then such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated accepted by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant UniCapital subject to the provisions of this Section 7.8. No 12.2 hereof and (ii) no amendment of or supplement to a Schedule schedule shall be made later than 24 48 hours prior to the anticipated effectiveness of the Registration Statement.Statement defined in Section 9.4. Only (i) the schedules attached to this Agreement at the time of its execution and (ii) amended schedules as accepted under the standards and provisions of this Section 8.14, shall be deemed to be part of this Agreement in accordance with Section 19.3