Common use of Written Modifications Clause in Contracts

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

Written Modifications. Subject to clauses (a) and (b), this This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived (an “Amendment”)waived, only by an agreement in writing signed by the General Partner Company and Holdings. the Majority Stockholders; provided, however, (a) The the consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on the rights or obligations of holders of Management Securities under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(a). The consent of a Majority in Interest of the Management Securities held by Managers Founders shall be required for any Specified Amendment thatamendment, in any material respectmodification, adversely affects extension, termination or waiver (an “Amendment”) that discriminates against rights of the rights Founders specifically or materially increases against the obligations of holders of any type or class of Management Securities Founder Shares as such under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, (b) the consent of a the Majority in Interest of the Management Securities held by Managers then employed by such Business also shall be required. (b) The consent of a Majority in Interest of the Other Investor Interests Quadrangle Investors shall be required for any Amendment that, by its terms, materially and adversely that discriminates against the rights of the Quadrangle Investors specifically or obligations against the holders of Quadrangle Investor Shares as such under this Agreement and (c) the consent of the Majority Other Investors shall be required for any Amendment that discriminates against the rights of the Other Investors specifically or against the holders of Other Investor Interests Shares as such under this Agreement (providedAgreement. In addition, any Amendment that it amends provisions relating to restrictions on Transfer of Shares that is understood and agreed adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, for subject to Section 3.3.6 hereof, the purposes addition of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders will any new Investor hereunder shall not be deemed to “materially and adversely discriminate against” the holders of Other Investor Interests as such simply because holders of Other Investor Interests (i) own or hold more or less Interests than any other Interest Holders, (ii) invested more or less money in the Partnership or its direct or indirect subsidiaries than any other Interest Holders or (iii) have greater or lesser voting rights or powers than any other Interest Holders); provided, however, that any be an adverse Amendment. Each such Amendment that would disproportionately and adversely affect the rights or increase the obligations of any Investor hereunder, in its capacity as an Investor without similarly affecting the rights or obligations hereunder of all Investors of the same class, in their capacities as Investors, as the case may be, shall not be effective as to such Investor without such Investor’s prior written consent. A copy of each such Amendment shall be sent to each Interest Holder and Stockholder and shall be binding upon each party hereto and each holder of Securities Shares or Other Holder Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendmenthereto. In addition, each party hereto and each holder of Securities Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.26.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

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

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

Written Modifications. Subject to Except as provided in clauses (a) and through (b)c) below, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived (an “Amendment”)waived, only by an agreement in writing signed by the General Partner Company and Holdingsthe Majority Principal Investors (or Registration Rights Stockholders holding a majority of the shares of Class A Stock held by Registration Rights Stockholders party hereto if there are no Principal Investors remaining). (a) The consent of the Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which requires the approval of the Requisite Principal Investors. (b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on the rights or obligations of holders of Management Securities Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(a8.2(b). The consent of a Majority in Interest of the Management Securities Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights or materially increases the obligations of holders of any type or class of Management Securities Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the SDS Businesses, the consent of a Majority in Interest of the Management Securities Shares held by Managers then employed by such SDS Business also shall be required. (bc) The consent of a Majority in Interest of the Other Investor Interests Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Investor Interests Shares as such under this Agreement (provided, that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders Registration Rights Stockholders will not be deemed to “materially and adversely discriminate against” the holders of Other Investor Interests Shares as such simply because holders of Other Investor Interests Shares (i) own or hold more or less Interests Shares than any other Interest HoldersRegistration Rights Stockholder, (ii) invested more or less money in the Partnership Company or its direct or indirect subsidiaries than any other Interest Holders Registration Rights Stockholder or (iii) have greater or lesser voting rights or powers than any other Interest HoldersRegistration Rights Stockholders); provided, however, that any such Amendment that would disproportionately and adversely affect the rights or increase the obligations of any Investor hereunder, in its capacity as an Investor without similarly affecting the rights or obligations hereunder of all Investors of the same class, in their capacities as Investors, as the case may be, shall not be effective as to such Investor without such Investor’s prior written consent. A copy of each such Amendment shall be sent to each Interest Holder and Registration Rights Stockholder and shall be binding upon each party hereto and each holder of Securities Shares or Other Holder Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Securities Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.28.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. Subject to clauses (a) and (b)Except as provided in the second sentence of this Section 8.2, this Agreement may be amended, modified, extended extended, terminated or terminated, and the provisions hereof may be waived (an “Amendment”), only by an agreement in writing signed by the General Partner Company and Holdings. the Majority Principal Investors (a) The consent or Stockholders holding a majority of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on the rights or obligations shares of holders of Management Securities under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(aClass A Stock held by Stockholders party hereto if there are no Principal Investors remaining). The consent of a Majority in Interest of the Management Securities held by Managers shall be required for any Specified Amendment that, in any material respect, adversely affects the rights or materially increases the obligations of holders of any type or class of Management Securities under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Securities held by Managers then employed by such Business also shall be required. (b) The consent of a Majority in Interest of the Other Bank Investor Interests Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates Discriminates against the rights or obligations of the holders of Other Bank Investor Interests Shares as such under this Agreement Agreement, and the consent of any holder of Bank Investor Shares shall be required for any Amendment that, by its terms, Discriminates against such holder of Bank Investor Shares as such (provided, compared to other holders of Bank Investor Shares) under this Agreement; provided that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders Stockholders will not be deemed to “materially and adversely discriminate against” Discriminate against the holders of Other Bank Investor Interests Shares as such simply because holders of Other Bank Investor Interests Shares (i) own or hold more or less Interests Shares than any other Interest HoldersStockholders, (ii) invested more or less money in the Partnership Company or its direct or indirect subsidiaries than any other Interest Holders Stockholders or (iii) have greater or lesser voting rights or powers than any other Stockholders. The consent of a Majority in Interest Holders)of the Other Investor Shares shall be required for any Amendment that, by its terms, Discriminates against the holders of Other Investor Shares as such under this Agreement; providedprovided that it is understood and agreed that, howeverfor the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be deemed to Discriminate against the holders of Other Investor Shares as such simply because holders of Other Investor Shares (i) own or hold more or less Shares than any such Amendment that would disproportionately and adversely affect other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders or (iii) have greater or lesser voting rights or increase the obligations of powers than any Investor hereunder, in its capacity as an Investor without similarly affecting the rights or obligations hereunder of all Investors of the same class, in their capacities as Investors, as the case may be, shall not be effective as to such Investor without such Investor’s prior written consentother Stockholders. A copy of each such Amendment shall be sent to each Interest Holder and Stockholder and shall be binding upon each party hereto and each holder of Securities Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Amendment that, by its terms, Discriminates against the holders of Management Shares as such under this Agreement; provided that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be deemed to Discriminate against the holders of Management Shares as such simply because holders of Management Shares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders, or (iii) have greater or lesser voting rights or powers than any other Stockholders. A copy of each such Amendment shall be sent to each Stockholder and shall be binding upon each party hereto and each holder of Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Securities Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.28.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.. Notwithstanding anything to the contrary herein, transferees or purchasers of Shares or Convertible Securities (including in connection with a Strategic Investor Transaction) that have complied with the provisions of Sections 3 and 4 hereof or Section 2 of the Participation, Registration Rights and Coordination Agreement shall be added as parties to this Agreement without obtaining any additional consent of the parties hereto

Written Modifications. Subject to Except as provided in clauses (a) and through (b)c) below, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived (an “Amendment”)waived, only by an agreement in writing signed by the General Partner Company and Holdingsthe Majority Principal Investors (or Stockholders holding a majority of the shares of Class A Stock held by Stockholders party hereto if there are no Principal Investors remaining). (a) The consent of the Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which requires the approval of the Requisite Principal Investors. (b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on the rights or obligations of holders of Management Securities Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(a10.2(b). The consent of a Majority in Interest of the Management Securities Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights or materially increases the obligations of holders of any type or class of Management Securities Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the SDS Businesses, the consent of a Majority in Interest of the Management Securities Shares held by Managers then employed by such SDS Business also shall be required. (bc) The consent of a Majority in Interest of the Other Investor Interests Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Investor Interests Shares as such under this Agreement (provided, that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders Stockholders will not be deemed to “materially and adversely discriminate against” the holders of Other Investor Interests Shares as such simply because holders of Other Investor Interests Shares (i) own or hold more or less Interests Shares than any other Interest HoldersStockholders, (ii) invested more or less money in the Partnership Company or its direct or indirect subsidiaries than any other Interest Holders Stockholders or (iii) have greater or lesser voting rights or powers than any other Interest HoldersStockholders); provided, however, that any such Amendment that would disproportionately and adversely affect the rights or increase the obligations of any Investor hereunder, in its capacity as an Investor without similarly affecting the rights or obligations hereunder of all Investors of the same class, in their capacities as Investors, as the case may be, shall not be effective as to such Investor without such Investor’s prior written consent. A copy of each such Amendment shall be sent to each Interest Holder and Stockholder and shall be binding upon each party hereto and each holder of Securities Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Securities Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.210.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. Subject to clauses (a) and (b), this This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived (an “Amendment”)waived, only by an agreement in writing signed by the General Partner Company and Holdings. holders of a majority of Shares subject to this Agreement; provided, however, that (a) The the consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on the rights or obligations of holders of Management Securities under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(a). The consent of a Majority in Interest of the Management Securities held by Managers THL Investors shall be required for any Specified Amendment thatamendment, in any material respectmodification, adversely affects extension, termination or waiver (an “Amendment”) that discriminates against the rights of the THL Investors specifically or materially increases against the obligations of holders of any type or class of Management Securities THL Investor Shares as such under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, (b) the consent of a the Majority in Interest of the Management Securities held by Managers then employed by such Business also shall be required. (b) The consent of a Majority in Interest of the Other Investor Interests Quadrangle Investors shall be required for any Amendment that, by its terms, materially and adversely that discriminates against the rights of the Quadrangle Investors specifically or obligations against the holders of Quadrangle Investor Shares as such under this Agreement, (c) the consent of the Majority Other Investors shall be required for any Amendment that discriminates against the rights of the Other Investors specifically or against the holders of Other Investor Interests Shares as such under this Agreement and (provided, d) the consent of the Majority Founders shall be required for any Amendment that it is understood and agreed that, for discriminates against rights of the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders will not be deemed to “materially and adversely discriminate against” Founders specifically or against the holders of Other Investor Interests Founder Shares as such simply because holders of Other Investor Interests (i) own or hold more or less Interests than under this Agreement. In addition, any other Interest Holders, (ii) invested more or less money in the Partnership or its direct or indirect subsidiaries than any other Interest Holders or (iii) have greater or lesser voting rights or powers than any other Interest Holders); provided, however, that any such Amendment that would disproportionately and adversely affect amends the rights provisions of Sections 3 or increase the obligations 5 relating to restrictions on Transfer of Shares in a manner that is adverse in any material respect to any Investor hereunderor Founder or that amends provisions affecting rights to demand or to participate in registered offerings of Shares or in other offerings of Shares by the Company in a manner that is adverse in any material respect to any Investor or Founder, in its capacity as an Investor without similarly affecting will require the rights or obligations hereunder of all Investors of the same class, in their capacities as Investors, as the case may be, shall not be effective as to such Investor without such Investor’s prior written consent. A copy approval of each Investor or Founder that would be adversely affected in any material respect by such Amendment. Each Amendment shall be sent to each Interest Holder and Stockholder and shall that is approved as provided in this Section 6.2 will be binding upon each party hereto and each holder of Securities Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendmenthereto. In addition, each party hereto and each holder of Securities Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. Subject to clauses (a) and (b), this This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived (an “Amendment”)waived, only by an agreement in writing signed by the General Partner Company and Holdings. the Majority Stockholders; provided, however, (a) The the consent of the Management Representative Majority Founders shall be required for any amendment, modification, extension, termination or waiver (ian “Amendment”) any Amendment (other than a Specified Amendment) that, in any material respect, that discriminates against rights of the Founders specifically or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on against the rights or obligations of holders of Management Securities Founder Shares as such under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints (b) the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(a). The consent of a the Majority in Interest of the Management Securities held by Managers shall be required for any Specified Amendment that, in any material respect, adversely affects that discriminates against the rights of the Managers specifically or materially increases against the obligations of holders of any type or class of Management Securities Shares as such under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, (c) the consent of a the Majority in Interest of the Management Securities held by Managers then employed by such Business also shall be required. (b) The consent of a Majority in Interest of the Other Investor Interests Quadrangle Investors shall be required for any Amendment that, by its terms, materially and adversely that discriminates against the rights of the Quadrangle Investors specifically or obligations against the holders of Quadrangle Investor Shares as such under this Agreement and (d) the consent of the Majority Other Investors shall be required for any Amendment that discriminates against the rights of the Other Investors specifically or against the holders of Other Investor Interests Shares as such under this Agreement (providedAgreement. In addition, any Amendment that it amends provisions relating to restrictions on Transfer of Shares that is understood and agreed adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, for subject to Section 3.3.6 hereof, the purposes addition of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders will any new Investor hereunder shall not be deemed to “materially and adversely discriminate against” the holders of Other Investor Interests as such simply because holders of Other Investor Interests (i) own or hold more or less Interests than any other Interest Holders, (ii) invested more or less money in the Partnership or its direct or indirect subsidiaries than any other Interest Holders or (iii) have greater or lesser voting rights or powers than any other Interest Holders); provided, however, that any be an adverse Amendment. Each such Amendment that would disproportionately and adversely affect the rights or increase the obligations of any Investor hereunder, in its capacity as an Investor without similarly affecting the rights or obligations hereunder of all Investors of the same class, in their capacities as Investors, as the case may be, shall not be effective as to such Investor without such Investor’s prior written consent. A copy of each such Amendment shall be sent to each Interest Holder and Stockholder and shall be binding upon each party hereto and each holder of Securities Shares or Other Holder Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendmenthereto. In addition, each party hereto and each holder of Securities Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.26.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. Subject to clauses (a) and (b)Except as provided in the second sentence of this Section 7.2, this Agreement may be amended, modified, extended extended, terminated or terminated, and the provisions hereof may be waived (an “Amendment”), only by an agreement in writing signed by the General Partner Company and Holdings. the Majority Principal Investors (a) The consent or Holders holding a majority of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on the rights or obligations shares of holders of Management Securities under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(aClass A Stock Holders party hereto if there are no Principal Investors remaining). The consent of a Majority in Interest of the Management Securities held by Managers shall be required for any Specified Amendment that, in any material respect, adversely affects the rights or materially increases the obligations of holders of any type or class of Management Securities under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Securities held by Managers then employed by such Business also shall be required. (b) The consent of a Majority in Interest of the Other Bank Investor Interests Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates Discriminates against the rights or obligations of the holders of Other Bank Investor Interests Shares as such under this Agreement Agreement, and the consent of any holder of Bank Investor Shares shall be required for any Amendment that, by its terms, Discriminates against such holder of Bank Investor Shares as such (provided, compared to other holders of Bank Investor Shares) under this Agreement; provided that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders Stockholders will not be deemed to “materially and adversely discriminate against” Discriminate against the holders of Other Bank Investor Interests Shares as such simply because holders of Other Bank Investor Interests Shares (i) own or hold more or less Interests Shares than any other Interest HoldersStockholders, (ii) invested more or less money in the Partnership Company or its direct or indirect subsidiaries than any other Interest Holders Stockholders or (iii) have greater or lesser voting rights or powers than any other Stockholders. The consent of a Majority in Interest Holders); provided, however, that of the Other Investor Shares shall be required for any such Amendment that would disproportionately Discriminates against the holders of Other Investor Shares as such under this Agreement; provided that it is understood and adversely agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Holders will not be deemed to “Discriminate against” the holders of Other Investor Shares as such simply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Holder, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Holder, or (iii) have greater or lesser voting rights or increase powers than any other Holders. The consent of a Majority in Interest of the obligations Management Shares held by Managers then employed by the Company shall be required for any Amendment that, by its terms, Discriminates against the holders of Management Shares as such under this Agreement; provided that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be deemed to Discriminate against the holders of Management Shares as such simply because holders of Management Shares (i) own or hold more or less Shares than any Investor hereunderother Stockholders, (ii) invested more or less money in the Company or its capacity as an Investor without similarly affecting the direct or indirect subsidiaries than any other Stockholders, or (iii) have greater or lesser voting rights or obligations hereunder of all Investors of the same class, in their capacities as Investors, as the case may be, shall not be effective as to such Investor without such Investor’s prior written consentpowers than any other Stockholders. A copy of each such Amendment shall be sent to each Interest Holder and Stockholder and shall be binding upon each party hereto and each holder of Securities subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Securities subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent. Notwithstanding anything to the contrary herein, transferees or purchasers of Shares or Convertible Securities (including in connection with a Strategic Investor Transaction) that have complied with the provisions of Section 2 hereof or Sections 3 and 4 of the Stockholders Agreement shall be added as parties to this Agreement without obtaining any additional consent of the parties hereto.

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

Written Modifications. Subject to Except as provided in clauses (a) and through (b)c) below, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived (an “Amendment”)waived, only by an agreement in writing signed by the General Partner Company and Holdingsthe Majority Principal Investors (or Registration Rights Stockholders holding a majority of the shares of Class A Stock held by Registration Rights Stockholders party hereto if there are no Principal Investors remaining). (a) The consent of the Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which requires the approval of the Requisite Principal Investors. (b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on the rights or obligations of holders of Management Securities Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(a8.2(b). The consent of a Majority in Interest of the Management Securities Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights or materially increases the obligations of holders of any type or class of Management Securities Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Securities Shares held by Managers then employed by such Business also shall be required. (bc) The consent of a Majority in Interest of the Other Investor Interests Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Investor Interests Shares as such under this Agreement (provided, that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders Registration Rights Stockholders will not be deemed to “materially and adversely discriminate against” the holders of Other Investor Interests Shares as such simply because holders of Other Investor Interests Shares (i) own or hold more or less Interests Shares than any other Interest HoldersRegistration Rights Stockholder, (ii) invested more or less money in the Partnership Company or its direct or indirect subsidiaries than any other Interest Holders Registration Rights Stockholder or (iii) have greater or lesser voting rights or powers than any other Interest HoldersRegistration Rights Stockholders); provided, however, that any such Amendment that would disproportionately and adversely affect the rights or increase the obligations of any Investor hereunder, in its capacity as an Investor without similarly affecting the rights or obligations hereunder of all Investors of the same class, in their capacities as Investors, as the case may be, shall not be effective as to such Investor without such Investor’s prior written consent. A copy of each such Amendment shall be sent to each Interest Holder and Registration Rights Stockholder and shall be binding upon each party hereto and each holder of Securities Shares or Other Holder Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Securities Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.28.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. Subject Except as provided in the second sentence of this Section 7.2 and subject to clauses (a) and (b)the relevant provisions of any other Transaction Agreement, this Agreement may be amended, modified, extended extended, terminated or terminated, and the provisions hereof may be waived (an “Amendment”), only by an agreement in writing signed by the General Partner Company and Holdings. the Majority PITV Investors (a) The consent or Holders holding a majority of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on the rights or obligations shares of holders of Management Securities under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(aCommon Stock held by Holders party hereto if there are no PITV Investors remaining). The consent of a Majority in Interest of the Management Securities held by Managers shall be required for any Specified Amendment that, in any material respect, adversely affects the rights or materially increases the obligations of holders of any type or class of Management Securities under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Securities held by Managers then employed by such Business also shall be required. (b) The consent of a Majority in Interest of the Other Investor Interests Televisa shall be required for any Amendment that, by its terms, materially and adversely discriminates Discriminates against Televisa or any of the rights or obligations Televisa Investors under this Agreement. The consent of a Majority in Interest of the Bank Investor Shares shall be required for any Amendment that, by its terms, Discriminates against the holders of Other Bank Investor Interests Shares as such under this Agreement Agreement, and the consent of any holder of Bank Investor Shares shall be required for any Amendment that, by its terms, Discriminates against such holder of Bank Investor Shares as such (provided, compared to other holders of Bank Investor Shares) under this Agreement; provided that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders will not be deemed to “materially and adversely discriminate against” Discriminate against the holders of Other Bank Investor Interests Shares as such simply because holders of Other Bank Investor Interests Shares (i) own or hold more or less Interests Shares than any other Interest Holders, (ii) invested more or less money in the Partnership Company or its direct or indirect subsidiaries than any other Interest Holders or (iii) have greater or lesser voting rights or powers than any other Holders. The consent of a Majority in Interest Holders); provided, however, that of the Other Investor Shares shall be required for any such Amendment that would disproportionately Discriminates, by its terms, against the holders of Other Investor Shares as such under this Agreement; provided that it is understood and adversely agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Holders will not be deemed to Discriminate against the holders of Other Investor Shares as such simply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Holder, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Holder, or (iii) have greater or lesser voting rights or increase powers than any other Holders. The consent of a Majority in Interest of the obligations Management Shares held by Managers then employed by the Company shall be required for any Amendment that, by its terms, Discriminates against the holders of Management Shares as such under this Agreement; provided that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Holders will not be deemed to Discriminate against the holders of Management Shares as such simply because holders of Management Shares (i) own or hold more or less Shares than any Investor hereunderother Holders, (ii) invested more or less money in the Company or its capacity as an Investor without similarly affecting the direct or indirect subsidiaries than any other Holders, or (iii) have greater or lesser voting rights or obligations hereunder of all Investors of the same class, in their capacities as Investors, as the case may be, shall not be effective as to such Investor without such Investor’s prior written consentpowers than any other Holders. A copy of each such Amendment shall be sent to each Interest Holder and Stockholder and shall be binding upon each party hereto and each holder of Securities Shares subject hereto except to the extent otherwise required by lawapplicable Law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Securities subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. Subject to clauses (a) and (b), this This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived (an “Amendment”)waived, only by an agreement in writing signed by the General Partner and Holdings. (a) The consent all of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on the rights or obligations of holders of Management Securities under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(a). The consent of a Majority in Interest of the Management Securities held by Managers shall be required for any Specified Amendment that, in any material respect, adversely affects the rights or materially increases the obligations of holders of any type or class of Management Securities under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Securities held by Managers then employed by such Business also shall be required. (b) The consent of a Majority in Interest of the Other Investor Interests shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Investor Interests as such under this Agreement (provided, that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders will not be deemed to “materially and adversely discriminate against” the holders of Other Investor Interests as such simply because holders of Other Investor Interests (i) own or hold more or less Interests than any other Interest Holders, (ii) invested more or less money in the Partnership or its direct or indirect subsidiaries than any other Interest Holders or (iii) have greater or lesser voting rights or powers than any other Interest Holders)Lead Investors; provided, however, that (a) the consent of the Majority Co-Investors will be required for any such Amendment that would disproportionately amendment, modification, extension, termination or waiver which has a - 31 - materially adverse and adversely affect disproportionate effect on the rights of the holders of Co-Investor Shares relative to other Stockholders under this Agreement and (b) the consent of the Majority Managers will be required for any amendment, modification, extension, termination or increase the obligations of any Investor hereunder, in its capacity as an Investor without similarly affecting waiver which has a materially adverse and disproportionate effect on the rights or obligations hereunder of all Investors of the same classholders of Management Shares relative to other Stockholders under this Agreement. Each such amendment, in their capacities as Investorsmodification, as the case may beextension, shall not be effective as to such Investor without such Investor’s prior written consent. A copy of each such Amendment shall be sent to each Interest Holder termination and Stockholder and shall waiver will be binding upon each party hereto and each holder of Securities Shares subject hereto. Notwithstanding the foregoing, the parties hereto except acknowledge and agree that in the event the Company ceases to have any shares of Class A Common Stock issued and outstanding, whether due to redemption, reorganization, recapitalization or other similar transaction with respect to the extent otherwise required by law; provided Class A Common Stock after the date hereof, all determinations, calculations or rights herein based upon ownership of Class A Common Stock shall automatically without any further action on the part of the parties hereto be modified and amended to provide that such determination, calculation or rights shall instead be based upon ownership of Class B Common Stock (as if the failure to deliver a copy of such Amendment shall not impair or affect words “Class B Common Stock” were substituted for the validity of such Amendmentwords “Class A Common Stock” herein). In addition, each party hereto and each holder of Securities Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section The effectiveness of this Agreement would require a specific consent pursuant is expressly conditioned upon the occurrence of the Closing and if the Merger Agreement is terminated in accordance with its terms prior to Closing then this Section 7.2, any Amendment to Agreement may be terminated by the definitions used in such Section as applied to such Section shall also require the specified consentLead Investors.

Written Modifications. Subject to Except as provided in clauses (a) and through (b)c) below, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived (an “Amendment”)waived, only by an agreement in writing signed by the General Partner Company and Holdingsthe Majority Principal Investors (or Stockholders holding a majority of the shares of Class A Stock held by Stockholders party hereto if there are no Principal Investors remaining). (a) The consent of the Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which requires the approval of the Requisite Principal Investors. (b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on the rights or obligations of holders of Management Securities Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(a10.2(b). The consent of a Majority in Interest of the Management Securities Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights or materially increases the obligations of holders of any type or class of Management Securities Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Securities Shares held by Managers then employed by such Business also shall be required. (bc) The consent of a Majority in Interest of the Other Investor Interests Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Investor Interests Shares as such under this Agreement (provided, that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders Stockholders will not be deemed to “materially and adversely discriminate against” the holders of Other Investor Interests Shares as such simply because holders of Other Investor Interests Shares (i) own or hold more or less Interests Shares than any other Interest HoldersStockholders, (ii) invested more or less money in the Partnership Company or its direct or indirect subsidiaries than any other Interest Holders Stockholders or (iii) have greater or lesser voting rights or powers than any other Interest HoldersStockholders); provided, however, that any such Amendment that would disproportionately and adversely affect the rights or increase the obligations of any Investor hereunder, in its capacity as an Investor without similarly affecting the rights or obligations hereunder of all Investors of the same class, in their capacities as Investors, as the case may be, shall not be effective as to such Investor without such Investor’s prior written consent. A copy of each such Amendment shall be sent to each Interest Holder and Stockholder and shall be binding upon each party hereto and each holder of Securities Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Securities Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.210.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. Subject to Except as provided in clauses (a) and through (b)c) below, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived (an “Amendment”)waived, only by an agreement in writing signed by the General Partner Company and Holdingsthe Majority Principal Investors (or Stockholders holding a majority of the shares of Class A Stock held by Stockholders party hereto if there are no Principal Investors remaining). (a) The consent of the Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which requires the approval of the Requisite Principal Investors. (b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on the rights or obligations of holders of Management Securities Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(a9.2(b). The consent of a Majority in Interest of the Management Securities Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights or materially increases the obligations of holders of any type or class of Management Securities Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Securities Shares held by Managers then employed by such Business also shall be required. (bc) The consent of a Majority in Interest of the Other Investor Interests Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Investor Interests Shares as such under this Agreement (provided, that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders Stockholders will not be deemed to “materially and adversely discriminate against” the holders of Other Investor Interests Shares as such simply because holders of Other Investor Interests Shares (i) own or hold more or less Interests Shares than any other Interest HoldersStockholders, (ii) invested more or less money in the Partnership Company or its direct or indirect subsidiaries than any other Interest Holders Stockholders or (iii) have greater or lesser voting rights or powers than any other Interest HoldersStockholders); provided, however, that any such Amendment that would disproportionately and adversely affect the rights or increase the obligations of any Investor hereunder, in its capacity as an Investor without similarly affecting the rights or obligations hereunder of all Investors of the same class, in their capacities as Investors, as the case may be, shall not be effective as to such Investor without such Investor’s prior written consent. A copy of each such Amendment shall be sent to each Interest Holder and Stockholder and shall be binding upon each party hereto and each holder of Securities Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Securities Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.29.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. Subject to clauses (a) and (b), this This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived (an “Amendment”)waived, only by an agreement in writing signed by the General Partner Company and Holdings. holders of a majority of Shares subject to this Agreement; provided, however, that (a) The the consent of the Management Representative Majority THL Investors shall be required for any amendment, modification, extension, termination or waiver (ian “Amendment”) that discriminates against the rights of the THL Investors specifically or against the holders of THL Investor Shares as such under this Agreement, (b) the consent of the Majority Quadrangle Investors shall be required for any Amendment (other than a Specified Amendment) that, in any material respect, that discriminates against or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on the rights of the Quadrangle Investors specifically or obligations of against the holders of Management Securities Quadrangle Investor Shares as such under this Agreement, (c) the consent of the Majority Other Investors shall be required for any Amendment that discriminates against the rights of the Other Investors specifically or against the holders of Other Investor Shares as such under this Agreement, (d) the consent of the Majority Founders shall be required for any Amendment that discriminates against rights of the Founders specifically or against the holders of Founder Shares as such under this Agreement or and (iie) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(a). The consent of a the Majority in Interest of the Management Securities held by Managers shall be required for any Specified Amendment that, in any material respect, adversely affects the rights or materially increases the obligations of holders of any type or class of Management Securities under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Securities held by Managers then employed by such Business also shall be required. (b) The consent of a Majority in Interest of the Other Investor Interests shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights of the Managers specifically or obligations of against the holders of Other Investor Interests Management Shares as such under this Agreement Agreement. In addition, any Amendment that reduces (providedat any time prior to the Initial Public Offering) the number of directors that any Stockholder or Stockholder Group is entitled to designate or elect pursuant to Section 2.1 in a manner that is adverse in any material respect to any Investor, that it amends the provisions of Sections 3, 5, 6 or 9 relating to restrictions on Transfer of Shares in a manner that is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders will not be deemed adverse in any material respect to “materially and adversely discriminate against” the holders of Other any Investor Interests as such simply because holders of Other Investor Interests (i) own or hold more or less Interests than any other Interest Holders, (ii) invested more or less money in the Partnership or its direct or indirect subsidiaries than any other Interest Holders or (iii) have greater or lesser voting rights or powers than any other Interest Holders); provided, howeverFounder, that amends the tag-along or drag-along provisions of Sections 4.1 and 4.2 in a manner that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or to participate in registered offerings of Shares or in other offerings of Shares by the Company in a manner that is adverse in any material respect to any Investor or Founder, will require the approval of each Investor or Founder that would be adversely affected in any material respect by such Amendment. Each Amendment that would disproportionately and adversely affect the rights or increase the obligations of any Investor hereunder, is approved as provided in its capacity as an Investor without similarly affecting the rights or obligations hereunder of all Investors of the same class, in their capacities as Investors, as the case may be, shall not be effective as to such Investor without such Investor’s prior written consent. A copy of each such Amendment shall be sent to each Interest Holder and Stockholder and shall this Section 10.2 will be binding upon each party hereto and each holder of Securities Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendmenthereto. In addition, each party hereto and each holder of Securities Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. Subject to Except as provided in clauses (a) and through (b)c) below, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived (an “Amendment”)waived, only by an agreement in writing signed by the General Partner Company and Holdingsthe Majority Principal Investors (or Registration Rights Stockholders holding a majority of the shares of Class A Stock held by Registration Rights Stockholders party hereto if there are no Principal Investors remaining). (a) the consent of the Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which requires the approval of the Requisite Principal Investors. (b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on the rights or obligations of holders of Management Securities Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(a8.2(b). The consent of a Majority in Interest of the Management Securities Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights or materially increases the obligations of holders of any type or class of Management Securities Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Securities Shares held by Managers then employed by such Business also shall be required. (bc) The consent of a Majority in Interest of the Other Investor Interests Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Investor Interests Shares as such under this Agreement (provided, that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders Registration Rights Stockholders will not be deemed to “materially and adversely discriminate against” the holders of Other Investor Interests Shares as such simply because holders of Other Investor Interests Shares (i) own or hold more or less Interests Shares than any other Interest HoldersRegistration Rights Stockholder, (ii) invested more or less money in the Partnership Company or its direct or indirect subsidiaries than any other Interest Holders Registration Rights Stockholder or (iii) have greater or lesser voting rights or powers than any other Interest HoldersRegistration Rights Stockholders); provided, however, that any such Amendment that would disproportionately and adversely affect the rights or increase the obligations of any Investor hereunder, in its capacity as an Investor without similarly affecting the rights or obligations hereunder of all Investors of the same class, in their capacities as Investors, as the case may be, shall not be effective as to such Investor without such Investor’s prior written consent. A copy of each such Amendment shall be sent to each Interest Holder and Registration Rights Stockholder and shall be binding upon each party hereto and each holder of Securities Shares or Other Holder Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Securities Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.28.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

Written Modifications. Subject to clauses (a) and (b)Section 7.2, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived (an “Amendment”)waived, only by an agreement in writing signed by the General Partner and Holdings. Majority Lead Investors; provided, however, that (a) The the consent of the Management Representative shall Majority Other Investors will be required for (i) any Amendment (other than amendment, modification, extension, termination or waiver which has a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a material materially adverse effect or a and disproportionate adverse effect on the rights or obligations of holders of Management Securities under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(a). The consent of a Majority in Interest of the Management Securities held by Managers shall be required for any Specified Amendment that, in any material respect, adversely affects the rights or materially increases the obligations of holders of any type or class of Management Securities under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Securities held by Managers then employed by such Business also shall be required. (b) The consent of a Majority in Interest of the Other Investor Interests shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Investor Interests as such Shares relative to the Lead Investors under this Agreement Agreement, (providedb) the consent of the Majority Other Investors will be required for any amendment, that it is understood and agreed thatmodification, for extension, termination or waiver which has an adverse effect on the purposes specific rights of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders will not be deemed to “materially and adversely discriminate against” the holders of Other Investor Interests Shares under this Agreement or provides any Lead Investor (or any Affiliate of any Lead Investor) with any additional or different rights specific to such Lead Investor or Affiliate thereof which are not otherwise granted to the Other Investors (whether as a result of the identification of such simply because Lead Investor or Affiliate or the creation of any test, standard or other qualifying fact or circumstance that applies uniquely to such Lead Investor or Affiliate), (c) the consent of the Majority Managers will be required for any amendment, modification, extension, termination or waiver which has a materially adverse and disproportionate effect on the rights of the holders of Other Investor Interests Management Shares relative to other Stockholders under this Agreement, and (id) own or hold more or less Interests than any other Interest Holders, (ii) invested more or less money in the Partnership or its direct or indirect subsidiaries than any other Interest Holders or (iii) have greater or lesser voting rights or powers than any other Interest Holders); provided, however, that any such Amendment that would disproportionately and adversely affect the rights or increase the obligations of any Investor hereunder, in its capacity as an Investor without similarly affecting the rights or obligations hereunder of all Investors consent of the same classMajority Other Investors will be required for any amendment, modification, waiver, extension or termination of Section 3 that is adverse in their capacities as any respect to the Other Investors. Each such amendment, as the case may bemodification, shall not be effective as to such Investor without such Investor’s prior written consent. A copy of each such Amendment shall be sent to each Interest Holder extension, termination and Stockholder and shall waiver will be binding upon each party hereto and each holder of Securities Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendmenthereto. In addition, each party hereto and each holder of Securities Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To Notwithstanding the extent foregoing, the Amendment amendment, modification, extension, termination or waiver of any Section 6.1 or Section 8.5 of this Agreement would require a specific shall not be permitted without the consent pursuant of each of BCV (on behalf of the ▇▇▇▇ Group), the Remedy Founders (on behalf of the Remedy Founders Group), and LHP Holding (on behalf of the LHP Holding Group). Subject to the foregoing sentence (and all additional approvals required thereunder, where applicable), but notwithstanding anything else to the contrary in this Section 7.211.2, any Amendment to after the definitions used Effective Date, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in such Section as applied to such Section shall also require writing signed by the specified consentMajority Lead Investors and a Majority of the Minority Holders.

Written Modifications. Subject to clauses (a) and (b), this This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived (an “Amendment”)waived, only by an agreement in writing signed by the General Partner and Holdings. (a) The consent all of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a material adverse effect or a disproportionate adverse effect on the rights or obligations of holders of Management Securities under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(a). The consent of a Majority in Interest of the Management Securities held by Managers shall be required for any Specified Amendment that, in any material respect, adversely affects the rights or materially increases the obligations of holders of any type or class of Management Securities under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Securities held by Managers then employed by such Business also shall be required. (b) The consent of a Majority in Interest of the Other Investor Interests shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Investor Interests as such under this Agreement (provided, that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders will not be deemed to “materially and adversely discriminate against” the holders of Other Investor Interests as such simply because holders of Other Investor Interests (i) own or hold more or less Interests than any other Interest Holders, (ii) invested more or less money in the Partnership or its direct or indirect subsidiaries than any other Interest Holders or (iii) have greater or lesser voting rights or powers than any other Interest Holders)Lead Investors; provided, however, that (a) the consent of the Majority Co-Investors will be required for any such Amendment that would disproportionately amendment, modification, extension, termination or waiver which has a materially adverse and adversely affect disproportionate effect on the rights of the holders of Co-Investor Shares relative to other Stockholders under this Agreement and (b) the consent of the Majority Managers will be required for any amendment, modification, extension, termination or increase the obligations of any Investor hereunder, in its capacity as an Investor without similarly affecting waiver which has a materially adverse and disproportionate effect on the rights or obligations hereunder of all Investors of the same classholders of Management Shares relative to other Stockholders under this Agreement. Each such amendment, in their capacities as Investorsmodification, as the case may beextension, shall not be effective as to such Investor without such Investor’s prior written consent. A copy of each such Amendment shall be sent to each Interest Holder termination and Stockholder and shall waiver will be binding upon each party hereto and each holder of Securities Shares subject hereto. Notwithstanding the foregoing, the parties hereto except acknowledge and agree that in the event the Company ceases to have any shares of Class A Common Stock issued and outstanding, whether due to redemption, reorganization, recapitalization or other similar transaction with respect to the extent otherwise required by law; provided Class A Common Stock after the date hereof, all determinations, calculations or rights herein based upon ownership of Class A Common Stock shall automatically without any further action on the part of the parties hereto be modified and amended to provide that such determination, calculation or rights shall instead be based upon ownership of Class B Common Stock (as if the failure to deliver a copy of such Amendment shall not impair or affect words “Class B Common Stock” were substituted for the validity of such Amendmentwords “Class A Common Stock” herein). In addition, each party hereto and each holder of Securities Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section The effectiveness of this Agreement would require a specific consent pursuant is expressly conditioned upon the occurrence of the Closing and if the Merger Agreement is terminated in accordance with its terms prior to Closing then this Section 7.2, any Amendment to Agreement may be terminated by the definitions used in such Section as applied to such Section shall also require the specified consentLead Investors.

Written Modifications. Subject to clauses (a) and (b), this This Agreement may be amended, modified, extended or terminatedterminated (each, an “Amendment”), and the provisions hereof may be waived (an “Amendment”)waived, only by an agreement in writing signed by the General Partner Company and Holdings. the Majority Kohlberg Investors; provided, however, that (ai) The the consent of the Management Representative Majority Other Investors shall be required for (i) any Amendment (other than a Specified Amendment) thatamendment, in any material respectmodification, discriminates against extension, termination or could reasonably be expected to have a material adverse effect or waiver that has a disproportionate (as to any other stockholder or class or group of stockholders) and adverse effect on the rights or obligations of holders of Management Securities the Other Investors in their capacity as such under this Agreement or and (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 7.2(a). The consent of a the Majority in Interest of the Management Securities held by Managers shall be required for any Specified Amendment thatamendment, modification, extension, termination or waiver that has a disproportionate (as to any other stockholder or class or group of stockholders) and adverse effect on the rights of the Managers in their capacity as such under this Agreement; provided, further, that any amendment, modification, supplement or waiver of (x) 2.1 (Confidentiality), 5.1 (Oral Modifications) or 5.2 (Written Modifications) or (y) any defined terms as used in any of the foregoing Sections referenced in the foregoing clause (x), in any material respecteach case, that adversely affects the rights or materially increases the obligations of holders of any type or class of Management Securities under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Securities held by Managers then employed by such Business also shall be required. (b) The consent of a Majority in Interest of the Other Investor Interests shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Investor Interests as such under this Agreement (provided, that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Interest Holders will not be deemed to “materially and adversely discriminate against” the holders of Other Investor Interests as such simply because holders of Other Investor Interests (i) own or hold more or less Interests than any other Interest Holders, (ii) invested more or less money in the Partnership or its direct or indirect subsidiaries than any other Interest Holders or (iii) have greater or lesser voting rights or powers than any other Interest Holders); provided, however, that any such Amendment that would disproportionately and adversely affect the rights or increase the obligations of any Investor hereunder, in its capacity as an Investor without similarly affecting the rights or obligations hereunder of all Investors of the same class, in their capacities as Investors, as the case may beDesignated Investor, shall not be effective as to such Investor made or given without such Investor’s the prior written consentresolution of the Designated Investor so affected. A copy of each Each such Amendment shall be sent to each Interest Holder and Stockholder and shall be binding upon each party hereto and each holder of Securities Stockholder subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendmenthereto. In addition, each party hereto and each holder of Securities Stockholder subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To Notwithstanding anything to the extent contrary in this Section 5.2, this Agreement may be amended by the Amendment Company solely with the consent of the Majority Kohlberg Investors (i) to join as a party to this Agreement any officer, director or employee of, or consultant or advisor to, the Company or any Affiliate of the Company who holds or will hold Common Stock or Options as a “Manager,” (ii) to join as a party to this Agreement any Permitted Transferee of a Manager as a “Manager,” (iii) to join as a party to this Agreement any Permitted Transferee of any Section of Investor as an “Investor” and (iv) to join as a party to this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section Permitted Transferee of any Other Investor as applied to such Section shall also require the specified consentan “Other Investor”.