Common use of Amendment or Waiver Clause in Contracts

Amendment or Waiver. (a) No provision of this Agreement or any other Loan Document may be amended, supplemented, modified or waived, except by a written instrument signed by the Majority Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) postpone or delay the Maturity Date, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each Lender.

Amendment or Waiver. (a) No provision of this Agreement or any other Loan Financing Document may be amended, supplemented, modified or waived, except by a written instrument signed by the Majority Administrative Agent on behalf of the Required Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto or beneficiary thereof), and, to the extent that its rights or obligations may be affected thereby, the Administrative Agent or Agents party thereto). Notwithstanding the foregoing provisions, (i) no such waiver and no such amendment, supplement or modification shall (iA) increase the Loan Commitments of any Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitment, shall not constitute an increase of the Commitment of any Lender), without the prior written consent of such Lender, (B) postpone or delay the Maturity Datescheduled final maturity date of any Loan, without the prior written consent of each Lender affected therebyLender, or postpone or delay any date fixed by this Agreement or any other Loan Financing Document for any payment of principal, interest or other amounts Fees due to any Lender hereunder or under any other Loan Financing Document, without the prior written consent of each Lender affected therebyLender, (iiC) reduce the principal of, or the rate or amount of interest or Call Premiums fees specified in this Agreement any Financing Document on, the Term Loans any Loan of any Lender, without the prior written consent of each Lender affected therebyLender, (iiiD) release all any guaranty or substantially all any significant portion of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Financing Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Financing Document, without the prior written consent of each Lender, (ivE) amend, modify or waive any provision of this Section 13.109.10 or Article 7, Section 9.1 or Section 9.2, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (viF) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any actionRequired Lenders, without the prior written consent of each LenderLender and (ii) amendments, supplements, modifications or waivers to Section 3.2 (other than Section 3.2(l)) with respect to conditions precedent to the issuance of any Letter of Credit shall be effected by a written instrument signed by the Administrative Agent on behalf of the Lenders holding at least 50.01% of the aggregate outstanding principal amount of the LC Commitments and the Borrower, and, to the extent that its rights or obligations may be affected thereby, the Administrative Agent or Agents party thereto.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Required Banks; provided that no such waiver change, waiver, discharge or termination shall, without the consent of each affected Bank and no such amendmentthe Agent, supplement or modification shall (i) postpone or delay extend the Maturity Date, without the prior written consent scheduled final maturity date of each Lender affected therebyany Loan, or postpone any portion thereof, or delay any date fixed by this Agreement reduce the rate or any other Loan Document for any extend the time of payment of principalinterest thereon or fees or reduce the principal amount thereof, interest or other amounts due to increase the Commitments of any Lender hereunder Bank or under the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any other Loan Document, without Default or Event of Default shall not constitute a change in the prior written consent terms of each Lender affected therebyany Commitment of any Bank), (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors Guarantees (except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer expressly permitted by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderCredit Documents), (iviii) amend, modify or waive any provision of this Section 13.101.10, without 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (iv) reduce any percentage specified in, or otherwise modify, the prior written consent definition of each LenderRequired Banks, (v) amendmodify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or waive (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement. No provision of Article 12 or any other Section 10 may be amended without the consent of the Administrative Agent and no provision of any Loan Document that affects the Agents Section 10.11 may be amended without the written consent of the applicable Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, Canadian Swingline Loan may be amended without the prior written consent of each LenderBanks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. (a) No provision of this This Agreement or any other Loan Document may not be amendedchanged, supplemented, modified or waived, except by discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a written instrument Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Majority Lenders and CSSW ParentBorrower, the Borrower and, if applicable, each other Guarantor (as defined in Loan Agent and the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Collateral Trustee; provided that no such change, waiver and no such amendment, supplement or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender (provided that such Lender holds Secured Loans directly affected therebythereby in the case of the following clause (i)), (i) extend any time fixed for the payment of any principal of the Secured Loans, or postpone reduce the rate or delay any date fixed by this Agreement or any other Loan Document for any extend the time of payment of principalinterest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, interest or other amounts due to any Lender hereunder reduce the principal amount thereof, or under any other Loan Document, without change the prior written consent currency of each Lender affected therebypayment thereof, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors Assets (in each case, except as shall be otherwise expressly provided in the Credit Documents), (iii) amend, modify or waive any Security Document provision of Section 7.6 or other Loan Document or clause (a) of this Section 7.11, (iv) reduce the percentage specified in the definition of Majority, (v) consent to the assignment or transfer by the Borrower of any of its respective their rights and obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender(except as permitted by Section 4.11), (ivvi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of this Section 13.107.18. For the avoidance of doubt, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written no consent of the applicable Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or (vi) reduce supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderCredit Documents.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders respective Credit Parties party thereto and CSSW Parentthe Required Lenders, provided that no such change, waiver, discharge or termination shall, without the Borrower and, if applicable, consent of each Lender (other Guarantor than a Defaulting Lender) (as defined with Obligations being directly affected in the Guarantee and Security Agreement) case of following clause (but only if CSSW Parenti)), the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) postpone extend the final scheduled maturity of any Loan or delay Note or extend the stated maturity of any Letter of Credit beyond the Maturity Date, without or reduce the prior written consent rate or extend the time of payment of interest or Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is not agreed to by each Lender directly affected thereby, or postpone or delay any date fixed by thereby to the financial definitions in this Agreement or any other Loan Document for any payment to Section 13.07(a) shall not constitute a reduction in the rate of principal, interest or other amounts due fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Borrower and the Administrative Agent) of the respective amendment or modification was not to any Lender hereunder decrease the pricing pursuant to this Agreement), or under any other Loan Document, without reduce the prior written consent of each Lender affected therebyprincipal amount thereof (except to the extent repaid in cash), (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors (except as shall be otherwise expressly provided in the Security Documents) under all the Security Documents, (iii) amend, modify or waive any Security Document provision of this Section 13.12 (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included under this Agreement to provide the Lenders with customary similar or other Loan Document additional rights of consent), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall (w) increase the Commitments of any other Loan Document, Lender over the amount thereof then in effect without the prior written consent of each such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (ivx) without the consent of BTCo, amend, modify or waive any provision of this Section 13.102 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (y) without the prior written consent of each Lenderthe Administrative Agent, (v) amend, modify or waive any provision of Article Section 12 as same applies to such Administrative Agent or any other provision as same relates to the rights or obligations of any Loan Document that affects the Agents such Administrative Agent or (z) without the written consent of the applicable Agent Collateral Agent, amend, modify or (vi) reduce waive any provision relating to the percentage specified in rights or otherwise amend obligations of the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderCollateral Agent.

Amendment or Waiver. (a) No provision of Except for deemed amendments provided for in Section 9.04, neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders and CSSW ParentRequired Banks, the Borrower and, if applicable, each other Guarantor provided that (as defined in the Guarantee and Security Agreementx) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any Bank (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Bank) with Obligations being directly affected thereby, (iii) extend the scheduled final maturity of any Loan or Note, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees or reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitment of any LenderBank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of the Commitment of any Bank), without (ii) release the prior written consent of each Lender affected therebyGuaranty, (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section, or Section 13.101.11, without 1.12, 1.17, 2.05, 4.04, 9.01, 11.07, 12.01, 12.02, 12.04, 12.06, 12.07(b) or 12.15, (iv) reduce any percentage specified in, or otherwise modify, the prior written consent definition of each Lender, Required Banks or (v) amendconsent to the assignment or transfer by either Credit Party of any of its rights and obligations under this Agreement; and (y) the financial covenants set forth in Sections 8.03(e), modify or waive any 8.04(i), 8.05, 8.07, 8.08 and 8.09 (and the defined terms used therein) may be adjusted with the consent of Holdings, the Borrower and the Majority SMA to the extent provided in Sections 7.09 and 12.07(a). No provision of Article 12 Section 11 may be amended or any other provision modified without the consent of any Loan Document that affects Senior Managing Agent adversely affected thereby. The obligations of Swingline Lenders to make Swingline Loans, the Agents terms of any such Swingline Loans and the obligations of the other Banks to fund Mandatory Borrowings shall not be amended or modified without the written consent of the applicable Agent Swingline Lenders. The terms of Section 2 shall not be amended or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, modified without the prior written consent of each Lenderany Letter of Credit Issuer adversely affected thereby.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and CSSW Parentannexes may be modified to reflect such additions), and Subsidiaries of the Company may be released from, this Agreement, the Borrower and, if applicable, each other Guarantor (as defined in the Subsidiary Guarantee and the Security Agreement) (but only if CSSW Parent, Documents in accordance with the Borrower provisions hereof and thereof without the consent of the other Credit Parties party thereto or such Guarantor is a party theretothe Required Lenders). Notwithstanding the foregoing provisions, ; provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender (with Obligations being directly affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the Final Maturity Date, or postpone reduce (or delay forgive) the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any date fixed by post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or any other Loan Document for any payment to Section 11.07(a) shall not constitute a reduction in the rate of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without Fees for the prior written consent purposes of each Lender affected therebythis clause (i)), (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents,(iii) release all or substantially all of the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to under the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderGuarantees, (iv) amend, modify or waive any provision of this Section 13.10, without 11.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the prior written consent protections to such additional extensions of each Lendercredit of the type provided to the Commitments and the Loans on the Restatement Effective Date), (v) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments and the Loans are included on the Restatement Effective Date), (vi) amend the definition of “Interest Period” so as to permit interest periods in excess of six months without requiring the consent of all Lenders or (vii) consent to the assignment or transfer by the Company of any of its rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of the Administrative Agent, amend, modify or waive any provision of Article 12 Section 10 or any other provision as same relates to the rights or obligations of any Loan Document that affects the Agents Administrative Agent, or (3) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Agent Lenders other than Defaulting Lenders), except that (x) the Commitment or Loans of any Defaulting Lender may not be increased or extended without the consent of such Lender and (viy) reduce any waiver, amendment or modification requiring the percentage specified in or otherwise amend the definition consent of Majority all Lenders or each affected Lender that by its terms affects any Defaulting Lender in its capacity as a Lender more adversely than other provision specifying affected Lenders shall require the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each such Defaulting Lender.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parentthe Required Banks, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any Bank (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Bank) affected thereby, (iii) extend the AR Maturity Date, the AR Termination Date or the Expiry Date, as the case may be (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitment of any LenderBank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default, without or of a mandatory reduction in the prior written consent Total Commitment, shall not constitute a change in the terms of each Lender affected therebyany Commitment of any Bank), (iiiii) release or permit the release of all or substantially all of the Collateral or the Guarantors except as shall be otherwise expressly provided in the Credit Documents, (iii) amend, modify or waive any Security Document provision of this Section 12.12, (iv) reduce the percentage specified in, or other Loan Document otherwise modify, the definition of Required Banks or (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement provided further that no such change, waiver, discharge or any other Loan Document, termination shall without the prior written consent of each Lenderthe Super-Majority Banks change directly or indirectly the definition of Permitted Acquisition or Super-Majority Banks, (iv) amendextend the date of payment of, modify or waive reduce the amount of, any Scheduled Repayment, or release Holdings from the Holdings Guaranty and/or release the Borrower's stock pledged under the Holdings Pledge Agreement. No provision of this Section 13.10, 11 may be amended without the prior written consent of each Lenderthe Agent and to the extent any such amendment would affect the Co-Agent solely in its capacity as such, (v) amendthe Co-Agent, modify or waive any no provision of Article 12 Section 2 may be amended without the consent of the Letter of Credit Issuer affected thereby and no provision of Section 1.01(B)(a) or (b) or any other provision of any Loan Document that affects the Agents applicable to Swingline Loans may be amended without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderBTCo.

Amendment or Waiver. (a) No provision of this This Agreement or any other Loan Document may not be altered, amended, supplementedsupplemented or modified, modified or compliance with any provision waived, except by a written instrument signed executed by or on behalf of the Parent and the Requisite Backstop Parties, provided, however, that any amendment to this Agreement to (i) the defined term “Requisite Backstop Parties,” and (ii) this Section 10.3, shall require the written consent of the Parent and each Backstop Party. All waivers hereunder must be made in writing, and the failure of any party at any time to require another party’s performance of any obligation under this Agreement shall not affect the right subsequently to require performance of that obligation. Any waiver of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision or a waiver or modification of any other provision. Notwithstanding anything to the contrary contained herein, after consultation with the Company regarding potential implications under securities or other applicable laws and after providing such information as may be reasonably requested for the Company to confirm compliance with applicable securities laws, Schedule I may be amended, supplemented or modified by the Majority Lenders and CSSW Parent, Requisite Backstop Parties by providing to the Borrower and, if applicable, each other Guarantor Company written notice thereof executed by the Requisite Backstop Parties (as defined it being understood that by providing such written notice the Requisite Backstop Parties shall be deemed to represent to the Company that the transactions being reflected in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification have been made in compliance with applicable securities laws, including Regulation D of the Securities Act); provided, however, that each Initial Backstop Party shall (i) postpone remain fully obligated for its Backstop Commitment and Initial Subscription Amount, in each case in the amount set forth on Schedule I as of the Execution Date. For the avoidance of doubt, any amendments, supplements or delay the Maturity Date, without the prior written consent of modifications to Schedule I shall not be effective until each Lender affected thereby, or postpone or delay any date fixed by Backstop Party which is not an Initial Backstop Party has executed a joinder to this Agreement or any other Loan Document for any payment of principal, interest or other amounts due pursuant to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified which such Backstop Party agrees in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors except as shall writing to be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer bound by the Borrower of any of its respective representations, warranties, covenants and obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each Lenderas a Backstop Party hereunder.

Amendment or Waiver. (a) No Except as otherwise expressly provided in this Agreement, any provision of this Agreement or any other Loan Document may be amended, supplemented, modified or waivedsupplemented only by an instrument in writing signed by the Borrower and the Required Lenders, except or by a written the Borrower and the Administrative Agent acting with the consent of the Required Lenders, and any provision of this Agreement may be waived by the Required Lenders or by the Administrative Agent acting with the consent of the Required Lenders; provided that no modification, supplement or waiver shall (1) unless by an instrument signed by each Lender directly and adversely affected or by the Majority Lenders and CSSW Parent, Administrative Agent acting with the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) postpone or delay the Maturity Date, without the prior written consent of each Lender directly and adversely affected thereby(i) increase or extend the term of the Commitments, or postpone or delay any (ii) extend the date fixed by this Agreement for the payment of principal of or interest on any Loan or any other Loan Document for fee or other amount hereunder, (iii) reduce or forgive the amount of any such payment of principal, interest or fee or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected therebyamount, (iiiv) reduce the principal of, rate at which interest is payable thereon or the rate any fee or other amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected therebyis payable hereunder, (iiiv) release all or substantially all alter the terms of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or this Section 12.9, (vi) consent to the assignment or transfer by the Borrower any Loan Party of any of its their respective rights and obligations under this Agreement or any other Loan Document, without Credit Document unless by an instrument signed by all Lenders or by the prior written Administrative Agent acting with the consent of each Lenderall Lenders, (ivvii) amend, modify change Section 4.9 or waive any provision 4.13 in a manner that would alter the pro rata sharing of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify payments or waive any provision of Article 12 setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders, (viii) release of any Loan Document that affects the Agents without the written consent all or substantially all of the applicable Agent guarantees, or (viix) reduce the percentage specified in or otherwise amend modify the definition of Majority Lenders the term “Required Lenders” or modify in any other provision specifying manner the number or percentage of the Lenders required to approve make any determinations or waive any rights hereunder or to modify any provision hereof; provided that any modification or supplement of Section 11 or Section 12.2, or of any of the rights or duties of the Administrative Agent hereunder, shall require the consent of the Administrative Agent; provided further that it is understood and agreed that, for purposes of this Section 12.9(a), none of the following shall constitute a reduction of principal, interest or fee or any other amount: (x) any change to the definitions of “Consolidated Debt to Consolidated EBITDA Ratio” or “Consolidated Interest Coverage Ratio” or to the component definitions of either thereof; (y) any waiver of any increase in the interest rate applicable to any action, without Loan pursuant to Section 2.7(c); or (z) the prior written consent waiver or amendment of each Lenderany mandatory prepayment required by Section 4.3.

Amendment or Waiver. This Agreement may not be amended, modified or waived at any time, unless such amendment, modification or waiver is first approved by (a) the holders of at least seventy percent (70%) of the Preferred Stock then outstanding (on an as- converted basis, including for this purpose, any shares of Common Stock into which shares of Preferred Stock have been converted), (b) the holders of at least a majority of the shares of the then-outstanding Common Stock (other than Common Stock held by Quaker, including Common Stock issued to Quaker upon conversion of Preferred Stock), but only if such amendment, modification or waiver would materially and adversely impair the rights or increase the obligations of the holders of Common Stock, and (c) the Company; provided, however, that if any amendment, modification or waiver would materially and adversely impair the rights or increase the obligations of any holder of capital stock in a manner different from all holders of capital stock generally (each, an “Adversely Affected Holder”), such amendment, modification or wavier shall not be effective as to such Adversely Affected Holder unless consented to by such Adversely Affected Holder; and provided further that (A) any amendment, modification or waiver of this clause (A), Section 2.2(a)(i) or Quaker’s right to remove the Quaker Director under Section 2.2(e) also shall require the approval of Quaker; (B) any amendment, modification or waiver of this clause (B), Sections 2.2(a)(ii) or 2.4(a) or OrbiMed’s right to remove the OrbiMed Director under Section 2.2(e) also shall require the approval of OrbiMed; (C) any amendment, modification or waiver of this clause (C), Section 2.2(b)(i) or HighCape’s right to remove the HighCape Director under Section 2.2(e) also shall require the approval of HighCape; (D) any amendment, modification or waiver of this clause (D), Section 2.2(b)(ii) or Signet’s right to remove the Signet Director under Section 2.2(e) also shall require the approval of Signet; (E) any amendment, modification or waiver of this clause (E), Section 2.2(c)(ii) or the right of the holders of Common Stock to remove the Independent Director under Section 2.2(e) also shall require the approval of the Stockholders holding a majority of the shares of Common Stock then outstanding (other than Common Stock held by Quaker, including Common Stock issued upon conversion of Preferred Stock); (F) any amendment, modification or waiver of this clause (F), Section 2.2(c)(iii) or Quaker’s and OrbiMed’s right to remove the Joint Quaker/OrbiMed Director under Section 2.2(e) also shall require the approval of Quaker and OrbiMed (provided that if either Quaker or OrbiMed no longer holds any shares of Preferred Stock, but the other continues to meet the threshold set forth in Section 2.2(c)(iii), such other stockholder’s shall be the approval required under thus clause (F)); and (G) any amendment, modification or waiver of this clause (G) or Section 2.2(c) also shall require the approval of the holders of at least a majority of the shares of the then-outstanding Common Stock (other than Common Stock held by Quaker, including Common Stock issued upon conversion of Preferred Stock). Any amendment, modification or waiver so effected shall be binding upon the Company, each of the parties hereto and any assignee of any such party. No provision waiver of any breach of this Agreement or extended by any party hereto to any other Loan Document may party shall be amended, supplemented, modified construed as a waiver of any rights or waived, except by a written instrument signed by the Majority Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) postpone or delay the Maturity Date, without the prior written consent remedies of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest party hereto or other amounts due with respect to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each Lendersubsequent breach.

Amendment or Waiver. (a) No provision of this Agreement or any other Loan Financing Document may be amended, supplemented, modified or waived, except by a written instrument signed by the Majority Lenders and CSSW ParentRequired Lenders, the Borrower and, if applicable, each other Guarantor (as defined in and the Guarantee and Security Agreement) Guarantors (but only if CSSW Parentthe Borrower and the Guarantors are parties thereto), and, to the extent that its rights or obligations may be affected thereby, the Borrower Administrative Agent or such Guarantor is a party thereto)the Security Agent. Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) increase the Loan Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Loan Commitment, shall not constitute an increase of the Loan Commitment of any Lender), without the prior written consent of such Lender, (ii) postpone or delay the Maturity Datescheduled final maturity date of any Loan, without the prior written consent of each Lender affected therebyLender, or postpone or delay any date fixed by this Agreement or any other Loan Financing Document for any payment of principal, interest or other amounts fees due to any Lender hereunder or under any other Loan Financing Document, without the prior written consent of each Lender affected therebysuch Lender, (iiiii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement any Financing Document on, the Term Loans any Loan of any Lender, without the prior written consent of each Lender affected therebysuch Lender, (iiiiv) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Financing Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 this Section 10.12 or any other provision of any Loan Document that affects the Agents Section 6.8, 10.1 or 10.2, without the prior written consent of the applicable Agent each Lender, or (viv) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any actionRequired Lenders, without the prior written consent of each LenderLender (it being understood that, with the consent of the Required Lenders, extensions of credit pursuant to this Agreement in addition to those set forth in or contemplated by this Agreement on the Closing Date may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Loan Commitments are included on the Closing Date).

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parentthe Required Banks, PROVIDED that no such change, waiver, discharge or termination shall, without the Borrower and, if applicable, consent of each Bank (other Guarantor than a Defaulting Bank) (as defined with Obligations being directly affected thereby in the Guarantee and Security Agreement) case of the following clause (but only if CSSW Parenti)), the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) postpone extend the final scheduled maturity date of any Loan or delay Note or extend the stated maturity of any Letter of Credit beyond the Maturity Date, without or reduce the prior written consent rate or extend the time of each Lender affected therebypayment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or postpone reduce the principal amount thereof (it being understood that any amendment or delay any date fixed by modification to the financial definitions in this Agreement or any other Loan Document shall not constitute a reduction in the rate of interest for any payment purposes of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected therebythis clause (i)), (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors (in each case except as shall be otherwise expressly provided in the Credit Documents), (iii) amend, modify or waive any Security Document provision of this Section 12.12(a), (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as Revolving Loan Commitments are included on the Restatement Effective Date) or other Loan Document or (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement Agreement; PROVIDED FURTHER, that no such change, waiver, discharge or termination shall (v) increase the Revolving Loan Commitment of any other Loan Document, Bank over the amount thereof then in effect without the prior written consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of any Revolving Loan Commitment of any Bank shall not constitute an increase in the Revolving Loan Commitment of such Bank), (w) without the consent of each LenderLetter of Credit Issuer, (iv) amend, modify or waive any provision of this Section 13.102 or alter its rights or obligations with respect to Letters of Credit, (x) without the prior written consent of each Lenderthe Administrative Agent, (v) amend, modify or waive any provision of Article 12 Section 11 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of any Loan Document that affects the Agents Administrative Agent, (y) without the written consent of the applicable Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (viz) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each Lenderthe Swingline Bank, alter its rights or obligations with respect to Swingline Loans.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Majority Lenders Banks and CSSW Parentthe Agent; provided, the Borrower andhowever, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, that no such waiver and no such change, waiver, discharge or termination shall, without the consent of each Bank (other than any Bank that is, at the time of the proposed extension, release, amendment, supplement reduction or modification shall consent, a Defaulting Bank; provided, however, that, with respect to any matter described in clause (i) postpone or delay (ii) of this Section 12.11, the Maturity Date, without the prior written consent of each Lender affected therebyDefaulting Bank which at such time has a Loan outstanding shall also be required) (i) extend the final maturity of any Loan or Note other than in accordance with Section 3.04 or reduce the rate or extend the time of payment of interest or Fees thereon, or postpone reduce the principal amount thereof, or delay increase the Commitment of any date fixed by this Agreement Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any other Loan Document for Commitment of any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected therebyBank), (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of release any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all material portion of the Collateral or the Guarantors under any Security Document except as shall be otherwise provided in any Security Document Credit Document, (iii) amend, modify or other Loan Document or waive any provision of this Section 12.11, (iv) reduce the percentage specified in the definition of Majority Banks, (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement or any other Loan Credit Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders Loss Threshold Incurrence Date other than to increase the dollar amount or any the percentage specified therein or (vii) amend the definition of Trigger Date other provision specifying than to decrease the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each Lenderdollar amount specified therein.

Amendment or Waiver. (a) No provision of this Agreement or any other Loan Financing Document may be amended, supplemented, modified or waived, except by a written instrument signed by the Majority Lenders and CSSW ParentRequired Lenders, the Borrower and, if applicable, each other Guarantor (as defined in and the Guarantee and Security Agreement) Guarantors (but only if CSSW Parentthe Borrower and the Guarantors are parties thereto), and, to the extent that its rights or obligations may be affected thereby, the Borrower Administrative Agent or such Guarantor is a party thereto)the Security Agent. Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) postpone or delay the Maturity Datescheduled final maturity date of any Loan, without the prior written consent of each Lender affected therebyLender, or postpone or delay any date fixed by this Agreement or any other Loan Financing Document for any payment of principal, interest or other amounts fees due to any Lender hereunder or under any other Loan Financing Document, without the prior written consent of each Lender affected therebysuch Lender, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement any Financing Document on, the Term Loans any Loan of any Lender, without the prior written consent of each Lender affected therebysuch Lender, (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Financing Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.1010.12 or Section 6.8, 10.1 or 10.2, without the prior written consent of each Lender, or (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any actionRequired Lenders, without the prior written consent of each Lender.

Amendment or Waiver. (a) No provision of this Agreement or any other Loan Financing Document may be amended, supplemented, modified or waived, except by a written instrument signed by the Majority Lenders and CSSW ParentRequired Lenders, the Borrower and, if applicable, each other Guarantor (as defined in and the Guarantee and Security Agreement) Guarantors (but only if CSSW Parentthe Borrower and the Guarantors are parties thereto), and, to the extent that its rights or obligations may be affected thereby, the Borrower Administrative Agent or such Guarantor is a party thereto)the Security Agent. Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) increase the Loan Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Loan Commitment, shall not constitute an increase of the Loan Commitment of any Lender), without the prior written consent of such Lender, (ii) postpone or delay the Maturity Datescheduled final maturity date of any Loan, without the prior written consent of each Lender affected therebyLender, or postpone or delay any date fixed by this Agreement or any other Loan Financing Document for any payment of principal, interest or other amounts fees due to any Lender hereunder or under any other Loan Financing Document, without the prior written consent of each Lender affected therebysuch Lender, (iiiii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement any Financing Document on, the Term Loans any Loan of any Lender, without the prior written consent of each Lender affected therebysuch Lender, (iiiiv) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Financing Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 this Section 10.12 or any other provision of any Loan Document that affects the Agents Section 6.8, 10.1 or 10.2, without the prior written consent of the applicable Agent each Lender, or (viv) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any actionRequired Lenders, without the prior written consent of each LenderLender (it being understood that, with the consent of the Required Lenders, extensions of credit pursuant to this Agreement in addition to those set forth in or contemplated by this Agreement on the Closing Date may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Loan Commitment are included on the Closing Date).

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parentthe Required Lenders, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Lender) directly affected thereby, (iii) reduce extend the principal Final Maturity Date (it being understood that any waiver of any prepayment of, or the method of application of any prepayment to the amortization of, the Loans shall not constitute any such extension), or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or amount extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Call Premiums specified Fees thereon, or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in this Agreement on, effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Term Loans Total Commitment shall not constitute a change in the terms of any Commitment of any Lender), without the prior written consent (ii) amend, modify or waive any provision of each Lender affected therebythis Section 12.12, (iii) release all reduce the percentage specified in, or substantially all (except to give effect to any additional facilities hereunder) otherwise modify, the definition of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or Required Lenders, (iv) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify release all or waive any substantially all of the Collateral. No provision of Article 12 Section 2 or any other provision of any Loan Document that affects the Agents 11 may be amended without the written consent of the applicable Agent Letter of Credit Issuer or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any actionAgents, without the prior written consent of each Lenderrespectively.

Amendment or Waiver. This Agreement may be amended or modified (a) No provision or provisions of this Agreement or any other Loan Document may be amended, supplemented, modified or waived, except by a ) only upon the written instrument signed by the Majority Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall consent of (i) postpone or delay the Maturity Date, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected therebyCompany, (ii) reduce holders of at least fifty five percent (55%) of the principal ofPreferred Stock, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, voting as a separate class on an as-converted to Common Stock basis and (iii) release all or substantially all holders of a majority of the Collateral Key Holder Shares held by the Key Holders then providing services to the Company as officers or the Guarantors except as employees. Any amendment or waiver so effected shall be otherwise provided in binding upon the Company, each of the parties hereto and any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower permitted assignee of any such party; provided, however, that notwithstanding the foregoing, (V) Section 1.2(a)(i) of its respective obligations under this Agreement shall not be amended or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents waived without the written consent of the applicable Agent KPCB so long as such party is entitled to designate a director pursuant to Section 1.2(a)(i), (W) Section 1.2(a)(ii) of this Agreement shall not be amended or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, waived without the prior written consent of each LenderXxxxxxxxxxxx so long as such party is entitled to designate a director pursuant to Section 1.2(a)(ii), (X) Section 1.2(a)(iii) of this Agreement shall not be amended or waived without the written consent of Norwest so long as such party is entitled to designate a director pursuant to Section 1.2(a)(iii), (Y) Section 1.2(a)(iv) of this Agreement shall not be amended or waived without the written consent of Canaan so long as such party is entitled to designate a director pursuant to Section 1.2(a)(iv), and (Z) Section 1.7 of this Agreement shall not be amended in a manner that adversely affects the Key Holders in a manner different than the Investors without the consent of the holders of a majority of the Key Holder Shares held by the Key Holders then providing services to the Company as officers or employees. Notwithstanding the foregoing, no consent of any party hereto other than the Company shall be necessary to include as a party to this Agreement any additional holders of Common Stock or Preferred Stock as “Key Holders,” “Investors” or “Designated Common Stockholders.”

Amendment or Waiver. (a) No provision of Neither this Agreement or Agreement, any other Loan Credit Document or the Senior Facility Insurance Policy nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Borrower, the Insurer (so long as the Insurer is the Controlling Class) and, without duplication in the case of Designated CP Conduits and their respective Designated CP Conduit Committed Lenders, Lenders having, in the aggregate, a Voting Percentage of more than 50% of the total Voting Percentages of all the Lenders and CSSW Parentunless the Rating Agency Condition is met; provided, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected therebythereby in the case of the following clause (i)), (i) extend any time fixed for the payment of any principal of the Loans (other than as provided in Section 2.3), or postpone reduce the rate or delay any date fixed by this Agreement or any other Loan Document for any extend the time of payment of principalinterest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, interest or other amounts due to any Lender hereunder reduce the principal amount thereof, or under any other Loan Document, without change the prior written consent currency of each Lender affected therebypayment thereof, (ii) reduce release all or a substantial portion of the principal of, or Collateral (in each case except as expressly provided in the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected therebyCredit Documents), (iii) release all amend, modify or substantially all waive any provision of Section 9.6 or this Section 9.12(a), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Collateral or Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the Guarantors except determination of the Required Lenders on substantially the same basis as shall be otherwise provided in any Security Document or other Loan Document or the extensions of Commitments are included on the Closing Date), (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender(except as permitted by Section 6.2.7), (ivvi) waive any mandatory prepayment of Loans required pursuant to Section 3.3.1(b), (vii) amend, modify or waive any provision of this Section 13.109.20 or (viii) terminate or release the Senior Facility Insurance Policy; provided, further, that no such change, waiver, discharge or termination shall (x) increase the Commitments or (except as permitted hereunder) change the ratable share of the Commitments of any Lender over the amount thereof then in effect without the prior written consent of each such Lender (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (vy) without the consent of the Swingline Lender, amend, modify or waive any provision of this Agreement which relates to the rights or obligations of the Swingline Lender in its capacity as Swingline Lender or (z) without the consent of the Administrative Agent amend, modify or waive any provision of Article 12 VIII as same applies to the Administrative Agent, or any other provision as same relates to the rights or obligations of the Administrative Agent. In addition, any proposed change, waiver, discharge or termination of any Loan Document that affects the Agents without the written consent provisions of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders this Agreement or any other provision specifying Credit Document that would materially adversely affect any CP Conduit shall, to the number extent the program documents of such CP Conduit so require (as notified to the Borrower and the Administrative Agent by such CP Conduit), be subject to rating confirmation of such CP Conduit's commercial paper notes by each of Fitch, Xxxxx'x and S&P to the extent it is then rating such commercial paper notes; provided, that to the extent any such rating confirmation that is so required is not obtained, such CP Conduit shall be deemed to be a non-consenting Lender for purposes of Section 9.12(b) and (c). Any such waiver and any such amendment, supplement or percentage modification shall apply equally to each of the Lenders required and shall be binding upon the Borrower, the Insurer, the Lenders, the Administrative Agent and all future holders of the Loans and the Lender Notes. In the case of any waiver, the Borrower, the Insurer, the Lenders and the Administrative Agent shall be restored to approve or consent their former position and rights hereunder and under the other Credit Documents, and any Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any actionsubsequent or other Default, without the prior written consent of each Lenderor impair any right consequent thereon.

Amendment or Waiver. (a) No provision of Neither this Agreement nor any ------------------- other Credit Document nor any terms hereof or any other Loan Document thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders and CSSW ParentHoldings, the Borrower andand the Required Lenders, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification termination shall (i) postpone -------- waive any Scheduled Repayment or delay extend the Final Maturity DateDate (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of the Loans shall not constitute a waiver of any such Scheduled Repayment or any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Lender), without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Lender) directly affected thereby, (ii) reduce defer any Scheduled Repayment without the consent of (A) in the case of an Initial Tranche A Scheduled Repayment, Lenders holding Initial Tranche A Term Loans representing at least 66 2/3% of the aggregate principal of, or the rate or amount of interest or Call Premiums specified the then outstanding Initial Tranche A Term Loans, (B) in this Agreement onthe case of an Initial Tranche B Scheduled Repayment, the Lenders holding Initial Tranche B Term Loans representing at least 66 2/3% of any Lenderthe aggregate principal amount of the then outstanding Initial Tranche B Term Loans, without (C) in the prior written consent case of each Lender affected therebyan Additional Tranche A Scheduled Repayment, Lenders holding Additional Tranche A Term Loans representing at least 66 2/3% of the aggregate principal amount of the then outstanding Additional Tranche A Term Loans and (D) in the case of an Additional Tranche B Scheduled Repayment, Lenders holding Additional Tranche B Term Loans representing at least 66 2/3% of the aggregate principal amount of the then outstanding Additional Tranche B Term Loans, (iii) release all or substantially all of the Collateral or the Guarantors release any Guarantor from its Guaranty (in each case except as shall be otherwise expressly provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, Credit Documents) without the prior written consent of each Lender (other than a Defaulting Lender) directly affected thereby, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender (other than a Defaulting Lender) directly affected thereby, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in in, or otherwise amend modify, the definition of Majority Required Lenders without the consent of each Lender (other than a Defaulting Lender) directly affected thereby, (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement without the consent of each Lender (other provision specifying than a Defaulting Lender) directly affected thereby, (vii) effect any waiver, amendment or modification that by its terms subordinates (including, without limitation, by altering priority of distribution of payments or proceeds of Collateral) directly or indirectly the number rights in respect of payments or percentage Collateral of Lenders required to approve or consent to participating in any actionTranche differently from those of Lenders participating in other Tranches, without the prior written consent of each LenderLender whose rights would be subordinated by such waiver, amendment or modification, or change the relative rights in respect of payments or Collateral of the Lenders participating in different Tranches without the consent of each Lender participating in each affected Tranche or (viii) alter any allocation of mandatory prepayments under Section 4.2 among either Tranche or the Revolving Facility without the consent of a majority in interest of the Lenders of each Tranche or the Revolving Facility, as the case may be, adversely affected thereby. No provision of Section 2 or 11 may be amended without the consent of the Letter of Credit Issuer or the Agent, respectively.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan ------------------- Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Borrower, the Required AF/RF Lenders and CSSW Parentthe Required TF Lenders, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Lender) directly affected thereby, (iii) reduce extend the principal AF/RF Maturity Date, the B Maturity Date or the C Maturity Date (it being understood that any waiver of any prepayment of, or the method of application of any prepayment to, the Loans shall not constitute any such extension), or reduce the rate or amount extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Call Premiums specified Fees, or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in this Agreement on, effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Term Loans Total Commitment shall not constitute a change in the terms of any Commitment of any Lender), without the prior written consent (ii) amend, modify or waive any provision of each Lender affected therebythis Section 11.12, (iii) release all reduce the percentage specified in, or substantially all (except to give effect to any additional facilities hereunder) otherwise modify, the definition of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or Required Lenders, (iv) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each LenderAgreement, (v) amend, modify release all or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent substantially all of the applicable Agent Collateral or (vi) release all or substantially all of the Subsidiary Guaranties; provided further, that no such change, waiver, discharge or termination shall, (t) without the consent of the Required AF/RF Lenders, reduce the percentage specified in in, or otherwise amend modify, the definition of Majority Required AF/RF Lenders, (u) without the consent of the Required TF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required TF Lenders, (v) without the consent of the Required AF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required AF Lenders or amend, waive or reduce any other provision specifying Scheduled Reduction applicable to the number or percentage of Lenders required to approve or consent to any actionAcquisition Facility, (w) without the prior written consent of each Lenderthe Required RF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required RF Lenders or amend, waive or reduce any Scheduled Reduction applicable to the Revolving Facility, (x) without the consent of the Required B TF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required B TF Lenders or amend, waive or reduce any Scheduled Repayment applicable to the B Term Facility, (y) without the consent of the Required C TF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required C TF Lenders or amend, waive or reduce any Scheduled Repayment applicable to the C Term Facility or (z) without the consent of any Agent affected thereby, amend any provision of Section 10.

Amendment or Waiver. (a) No Except as otherwise expressly provided in this Agreement, any provision of this Agreement or any other Loan Document may be amended, supplemented, modified or waivedsupplemented only by an instrument in writing signed by the Borrower and the Majority Lenders, except or by a written instrument signed the Borrower and the Administrative Agent acting with the consent of the Majority Lenders, and any provision of this Agreement may be waived by the Majority Lenders and CSSW Parent, or by the Borrower and, if applicable, each other Guarantor (as defined in Administrative Agent acting with the Guarantee and Security Agreement) (but only if CSSW Parent, consent of the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Majority Lenders; provided that no such waiver and no such amendmentmodification, supplement or modification waiver shall (i1) postpone unless by an instrument signed by each Lender directly and adversely affected or delay by the Maturity Date, without Administrative Agent acting with the prior written consent of each Lender directly and adversely affected thereby(i) increase or extend the term of the Commitments, or postpone or delay any (ii) extend the date fixed by this Agreement for the payment of principal of or interest on any Loan or any other Loan Document for fee or other amount hereunder, (iii) reduce or forgive the amount of any such payment of principal, interest or fee or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected therebyamount, (iiiv) reduce the principal of, rate at which interest is payable thereon or the rate any fee or other amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected therebyis payable hereunder, (iiiv) release all or substantially all alter the terms of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or this Section 12.9, (vi) consent to the assignment or transfer by the Borrower of any of its respective it rights and obligations under this Agreement or any other Loan Document, without Credit Document or (2) unless by an instrument signed by all Lenders or by the prior written Administrative Agent acting with the consent of each Lender, all Lenders (ivi) amend, modify change Section 4.9 or waive any provision 4.13 in a manner that would alter the pro rata sharing of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify payments or waive any provision of Article 12 setoffs required thereby or any other provision of any Loan Document in a manner that affects would alter the Agents without pro rata allocation among the written consent of the applicable Agent Lenders or (viii) reduce the percentage specified in or otherwise amend modify the definition of the term “Majority Lenders Lenders” or modify in any other provision specifying manner the number or percentage of the Lenders required to approve make any determinations or consent waive any rights hereunder or to modify any actionprovision hereof; provided that any modification or supplement of Section 11 or Section 12.2, without or of any of the prior written rights or duties of any Agent hereunder, shall require the consent of each Lendersuch Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders respective Credit Parties party thereto and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Required Banks; provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): (i) postpone extend the final scheduled maturity of any Loan or delay Note beyond the applicable Maturity Date or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, without or reduce the prior written consent rate or extend the time of each Lender affected therebypayment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitments of any LenderBank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, without and that an increase in the prior written consent available portion of each Lender affected thereby, any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iiiii) release all or substantially all of the Collateral or the Guarantors (except as shall be otherwise expressly provided in the respective Credit Document); (iii) amend, modify or waive any Security Document provision of this Section 12.12; (iv) reduce the percentage specified in, or other otherwise modify, the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Document Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); or (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall: (t) increase the Commitments of any other Loan DocumentBank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the prior written consent of each Lendersuch Bank; or (u) without the consent of any Issuing Bank effected thereby, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent 1A or alter its rights or obligations with respect to Letters of each Lender, Credit; or (v) without the consent of the Agent, amend, modify or waive any provision of Article 12 Section 11 or any other provision relating to the rights or obligations of any Loan Document that affects the Agents Agent; or (w) without the written consent of the applicable Agent Collateral Agent, amend, modify or (vi) reduce the percentage specified in or otherwise amend the definition waive any provision of Majority Lenders Section 11 or any other provision specifying relating to the number rights or percentage obligations of Lenders required to approve the Collateral Agent; or consent to any action, (x) without the prior written consent of each Lenderthe Required A Facility Banks, amend, modify or waive (I) Sections 3.01(v), 3.01(vi), 3.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or Required A Facility Banks to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Acquisition Loans in a manner adverse to the A Term Loans or (II) Section 3.02(A)(b) or (y) without the consent of the Required B Facility Banks, amend, modify or waive Sections 3.01(v), 3.01(vi), 3.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or Required B Facility Banks to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Acquisition Loans in a manner adverse to the B Term Loans or (II) Section 3.02(A)(c) or (z) without the consent of the Required Acquisition Facility Banks, amend, modify or waive (I) Section 3.01(v), 3.01(vi), 3.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or Required Acquisition Facility Banks to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Acquisition Loans in a manner adverse to the Acquisition Loans or (II) Section 3.02(A)(d) or the definition of Acquisition Loan Termination Date.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower and the Majority Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Required Banks; provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any Bank (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Bank) affected thereby, (iii) extend any Scheduled A Commitment Reduction Date, any Scheduled B Commitment Reduction Date or Scheduled TL Repayment Date or reduce the amount of any Scheduled A Commitment Reduction, any Scheduled B Commitment Reduction or any Scheduled TL Repayment (or any mandatory repayment arising as a result of any such Scheduled A Commitment Reduction or any such Scheduled B Commitment Reduction) or extend the final scheduled maturity of any Loan (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitments of any Lender, without Bank over the prior written consent amount thereof then in effect (it being understood that a waiver of each Lender affected therebyany Default or Event of Default or of a mandatory repayment or reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Bank), (iiiii) release the Company from the Company Guaranty or release all or substantially all of the Collateral or Subsidiary Guarantors from the Guarantors Subsidiary Guaranty (in each case except as shall be otherwise expressly provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderCredit Documents), (iviii) amend, modify or waive any provision of this Section, or Section 13.101.10, without the prior written consent of each Lender1.11, 2.06, 4.04, 9.01, 11.07, 12.01, 12.02, 12.04, 12.06 or 12.07(b), (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (viiv) reduce the percentage specified in in, or otherwise amend modify, the definition of, Required Banks, (v) increase the Maximum Canadian Dollar Amount or (vi) consent to the assignment or transfer by any Credit Party of Majority Lenders any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof. No provision specifying the number of Section 2 or percentage of Lenders required to approve or consent to any action, 11 may be amended without the prior written consent of each the Letter of Credit Issuer or the Administrative Agent. No provision relating to Canadian Dollar Loans may be amended without the consent of the Canadian Lender.

Amendment or Waiver. Except as specifically set forth in the remainder of this Section 12.14, (a) No provision of neither this Agreement nor any of the Subsidiary Guaranties, the Intercompany Note, the Accelerated Product Payment Agreement, or any other Loan Document letter of credit delivered pursuant to Section 7.19 nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Supermajority Lenders and CSSW Parentthe Administrative Agent; (b) none of the Vitro Guaranty, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW ParentUS Affiliate Guaranties, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) postpone or delay the Maturity Date, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal ofTranche A Notes, or the rate Collateral Documents nor any terms thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by (1) the Lenders holding at least 66 2/3% of the sum of the then aggregate unpaid principal amount of interest or Call Premiums specified in this Agreement onthe Tranche A Loans and the unused Tranche A Total Commitment, and (2) the Administrative Agent; (c) none of the Libbey Guaranty, the Term Loans Tranche B Notes, or any letter of any Lender, without credit posted pursuant to Section 9.13 hereof for the prior written consent of each Lender affected thereby, (iii) release all or substantially all benefit of the Collateral Tranche B Lenders, nor any terms thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by (A) the Guarantors except as shall be otherwise provided in any Security Document Lenders holding at least 66 2/3% of the sum of the then aggregate unpaid principal amount of the Tranche B Loans and the unused Tranche B Total Commitment, and (B) the Administrative Agent; provided, however, that no such change, waiver, discharge or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Documenttermination shall, without the prior written consent of each Lender, (ivi) increase the Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Lender), (ii) amend, modify or waive any provision of this Section 13.1012.14, of Sections 2.1, 12.1, 12.2, 12.4, 12.5, 12.7, 12.8(b) or 12.12, (iii) reduce the percentage specified in the definition of Required Tranche A Lenders, Required Tranche B Lenders or Supermajority Lenders, (iv) consent to the assignment or transfer by Comercial or Vitrocrisa of any of its rights and obligations under this Agreement or under any of the other Transaction Documents or to the assignment by the issuer bank of any obligations under a letter of credit posted pursuant to this Agreement for the benefit of all of the Lenders or reduce the amount payable thereunder or change the payment terms thereof or (v) add any collateral or otherwise amend the description of the collateral contained in any of the Collateral Documents or except to the extent permitted pursuant to Section 8.1(f) increase the amount of the Indebtedness secured thereby except to the extent provided in the Collateral Documents as in effect on the Closing Date or as amended with the consent of all the Lenders; and further provided, that no such change or waiver affecting the rights or duties of the Administrative Agent or the Collateral Agent may be made without the prior written consent of the Administrative Agent or of the Collateral Agent, respectively. Neither this Agreement nor any other Transaction Document nor any terms hereof or thereof may be changed, waived, discharged or terminated so as to (x) release any collateral (including without limitation any letter of credit) for the Tranche A Loans and the other Obligations related to the Tranche A Loans, or release Comercial, Vitrocrisa, Vitro or any of the US Affiliates from, or consent to the assignment of, any of their respective obligations under the Transaction Documents relating to the Tranche A Loans, the other Obligations related to the Tranche A Loans or the Tranche A Total Commitment, or extend the final maturity or the scheduled date for repayment of any Tranche A Loan, or reduce the interest rate or fees payable with respect to the Tranche A Loans, or reduce the principal amount thereof, without the prior written consent of each Lenderall the Tranche A Lenders, or consent to the assignment by the issuer bank of any obligations under a letter of credit posted pursuant to this Agreement for the benefit of the Lenders having Tranche A Loans or all or part of the Tranche A Total Commitment or reduce the amount payable under such letters of credit or change the payment terms thereof, or (vy) release Comercial, Vitrocrisa, Libbey, or Libbey Glass from, or consent to the assignment of, any of their respective obligations under the Transaction Documents relating to the Tranche B Loans, or extend the final maturity or the scheduled date for repayment of any Tranche B Loan, or reduce the interest rate or fee payable with respect to the Tranche B Loans, or reduce the principal amount thereof, without the consent of all the Tranche B Lenders, or consent to the assignment by the issuer bank of any obligations under a letter of credit posted pursuant to this Agreement for the benefit of the Lenders having Tranche B Loans or all or part of the Tranche B Total Commitment or reduce the amount payable under such letters of credit or change the payment terms thereof without the consent of all the Tranche B Lenders or (z) amend, modify or waive any provision of Article 12 Section 5 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, Section 2.1.2 without the prior written consent of each Lenderthe Required Tranche A Revolving Lenders, or amend, modify or waive any provision of Section 5 prior to the initial Borrowing without the consent of the Required Tranche A Lenders and the Required Tranche B Lenders.

Amendment or Waiver. (a) No provision of Neither this Credit Agreement or nor any other Loan ------------------- Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parentthe Required Lenders, the Borrower andprovided that no -------- such change, if applicablewaiver, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower discharge or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (iii) reduce extend the principal offinal scheduled maturity of any Revolving Loan or Revolving Note (it being understood that any waiver of the application of any prepayment or the method of application of any prepayment to the Revolving Loans or any mandatory reduction to the Total Commitments shall not constitute an extension of the final maturity date of such Revolving Loans), or reduce the rate or amount extend the time of payment of interest or Call Premiums specified Fees thereon, or reduce the amount thereof, or increase the Commitment of any Lender over the amount thereof then in this Agreement oneffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments, or mandatory prepayment, shall not constitute a change in the Term Loans terms of any Commitment of any Lender, without the prior written consent of each Lender affected thereby), (iiiii) release all or substantially all of the Collateral or the Guarantors guaranties (except as shall be otherwise expressly provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderCredit Documents), (iviii) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each LenderSection, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (viiv) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or Required Lenders, (v) consent to the assignment or transfer by any actionCredit Party of any of its rights and obligations under any Credit Document, or (vi) amend the order of the application of payments set forth in Section 2.6(d). No provision of Article 3, 10 or 11 may be amended without the prior written consent of each LenderIssuing Bank or the Agent, respectively.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Borrowers and the Majority Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Banks; provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall termination shall, without the consent of each Bank being directly affected thereby: (i) postpone extend the final scheduled maturity of any Loan or delay the Maturity Date, without the prior written consent of each Lender affected therebyany Note, or postpone reduce the rate or delay any date fixed by this Agreement or any other Loan Document for any extend the time of payment of principal, interest or other amounts due to Fees thereon (except in connection with a waiver of applicability of any Lender hereunder post-default increase in interest rates), or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal ofamount thereof, or increase (over the rate amount thereof then in effect) or amount extend the availability of interest (whether by amendment of the definition of Availability Expiry Date or Call Premiums specified in this Agreement on, otherwise) the Term Loans Commitments of any LenderBank (it being understood that a waiver of any conditions precedent, without the prior written consent covenants, Default or Event of each Lender affected thereby, (iii) release all Default shall not constitute an increase or substantially all extension of the Collateral or availability of the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower Commitment of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, Bank); (ivii) amend, modify or waive any provision of this Section 13.1013.9; (iii) reduce the percentage specified in, without or otherwise modify, the prior written definition of Majority Banks; (iv) consent to the assignment or transfer by or release of each Lender, any Obligor of any of its rights and obligations under any Credit Document; or (v) amend, modify or waive any provision in Article XI hereof or release any Guarantor from any of their respective obligations hereunder; or (vi) release all or any portion of the Collateral (as such term is defined in the Security Agreement); provided further, that no such change, waiver, discharge or termination shall: (x) without the consent of the Agents, amend, modify or waive any provision of Article 12 XII or any other provision relating to the rights or obligations of any Loan Document that affects the Agents Agents, or (y) without the written consent of the applicable Agent Joint Lead Arrangers, amend, modify or (vi) reduce waive any provision relating to the percentage specified in or otherwise amend rights of the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderJoint Lead Arrangers.

Amendment or Waiver. (a) No provision of Except as provided by the Intercreditor Agreement, neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders respective Credit Parties party thereto and CSSW Parentthe Required Lenders, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender (with Obligations being directly affected therebythereby in the case of the following clause (i)), (i) extend the final stated maturity of any Second-Lien Loan or Second-Lien Loan Note, or postpone reduce the rate or delay any date fixed by this Agreement or any other Loan Document for any extend the time of payment of principalinterest or Fees thereon, or reduce the principal amount thereof (it being understood that the waiver of any mandatory repayment or repurchase of Second-Lien Loans pursuant to Section 4.02 shall not constitute a reduction or waiver of any Fee, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected therebypremium otherwise payable in connection therewith), (ii) reduce subject to the principal ofIntercreditor Agreement, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors (except as shall be otherwise expressly provided in any the Security Document or other Loan Document or consent to Documents) under all the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any provision of this Section 13.1013.01 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Second-Lien Loans on the Effective Date), without (iv) reduce the prior written percentage specified in the definition of Required Lenders (it being understood that, with the consent of each Lenderthe Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Second-Lien Loans are included on the Effective Date), (v) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement, (vi) amend or modify Section 13.19(a), or (vii) release Holdings from the Holdings Guaranty or Holdings or the Borrower from this Agreement; provided further, that no such change, waiver, discharge or termination shall (w) be effective without the written acknowledgment (though not consent) of the Administrative Agent (such acknowledgment not to be unreasonably withheld or delayed), (x) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (y) without the consent of the respective Agent affected thereby, amend, modify or waive any provision of Article Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of any Loan Document that affects the Agents such Agent, and (z) without the written consent of the applicable Agent Collateral Agent, amend, modify or (vi) reduce waive any provision relating to the percentage specified in rights or otherwise amend obligations of the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderCollateral Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders respective Credit Parties thereto and CSSW Parentthe Required Banks, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall termination shall, without the consent of each Bank affected thereby (other than a Defaulting Bank), (i) postpone extend any Scheduled Repayment or delay the Maturity Date, without scheduled final maturity of any Loan or Note (it being understood that any waiver of the prior written consent application of each Lender affected therebyany prepayment or the method of application of any prepayment to the amortization of the Loans shall not constitute an extension of any Scheduled Repayment or the scheduled final maturity thereof), or postpone reduce the rate, or delay any date fixed by this Agreement extend the time of payment, of interest thereon or any other Loan Document for any payment of principal, interest Fees or other amounts due to any Lender hereunder or under any other Loan Document, without reduce the prior written consent of each Lender affected therebyprincipal amount thereof, (ii) reduce increase the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitments of any Lender, without Bank over the prior written consent amount thereof then in effect (it being understood that a waiver of each Lender affected therebyany Default or Event of Default or of a mandatory reduction in the Total Commitment or mandatory repayment or prepayment shall not constitute a change in the terms of any Commitment of any Bank), (iii) release all or substantially all any material portion of the Collateral or the Guarantors (except as shall be otherwise expressly provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderCredit Documents), (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender11.12, (v) amendreduce any percentage specified in, modify or waive otherwise modify, the definition of Required Banks or (vi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement. No provision of Article 12 Section 10 or any other provision relating to the rights and/or obligations of any Loan Document that affects the Agents Administrative Agent may be amended without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderAdministrative Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement or Agree- ment nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Company and CSSW Parentthe Required Banks, PROVIDED that no such change, waiver, discharge or termination shall, without the Borrower and, if applicable, consent of each other Guarantor Bank (as defined with Obligations being directly affected in the Guarantee and Security Agreement) case of following clause (but only if CSSW Parent, the Borrower or such Guarantor is a party theretoi). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall ): (i) postpone extend the final scheduled maturity of any Loan or delay Note or any portion thereof or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, without or reduce the prior written consent rate or extend the time of each Lender affected therebypayment of interest or Fees thereon, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due reduce the principal amount thereof (except to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected therebyextent repaid in cash), (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.1013.12, (iii) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of the Revolving Loan Commitments are included on the Restatement Effective Date) or (iv) consent to the assignment or transfer by the Company of any of its rights and obligations under this Agreement; PROVIDED FURTHER, that no such change, waiver, discharge or termination shall (I) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants, any Default or Event of Default or of a mandatory Commitment reduction to the Total Commitment or of a mandatory prepayment shall not consti- tute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), without the prior written consent of such Bank, (II) without the consent of each LenderIssuing Bank affected thereby, (v) amend, modify or waive any provision of Article Section 2 or alter its rights or obligations with respect to Letters of Credit, (III) without the consent of the Swingline Bank, amend, modify or waive any provision relating to the rights or obligations of the Swingline Bank or with respect to the Swingline Loans (including, without limitation, the obligations of the other Banks with Revolving Loan Commitments to fund Mandatory Borrowings), or (IV) without the consent of the Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the Agent; PROVIDED, HOWEVER, that in any case the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, of any Loan Document that affects the Agents without the written consent of the applicable Agent such prepayment, repayment or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders commitment reduction which is still required to approve or consent to any action, without the prior written consent of each Lenderbe made is not altered.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parentthe Required Lenders, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected therebythereby in the case of the following clauses (i) and (vii)), (i) extend the final scheduled maturity of any Loan or Note (it being understood that any waiver of any prepayment of, or postpone the method of application of any prepayment to, the Loans shall not constitute any such extension), or delay any date fixed by this Agreement reduce the rate or any other Loan Document for any extend the time of payment of principalinterest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees, interest or other amounts due to reduce (or forgive) the principal amount thereof, or increase the Commitment of any Lender hereunder over the amount thereof then in effect (it being understood that waivers or under modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any other Loan DocumentLender, without and that an increase in the prior written consent available portion of each any Commitment of any Lender affected therebyshall not constitute an increase in the Commitment of such Lender), (ii) reduce the principal ofamend, modify or the rate or amount waive any provision of interest or Call Premiums specified in this Section 11.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement on, which afford the protections to such additional extensions of credit of the type provided to the Initial B Term Loans of any Lender, without and the prior written consent of each Lender affected therebyRevolving Commitments on the Initial Borrowing Date), (iii) release all reduce the percentage specified in, or substantially all (except to give effect to any additional facilities hereunder) otherwise modify, the definition of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or Required Lenders, (iv) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement, (v) release all or substantially all of the Collateral, (vi) release all or substantially all of the Subsidiaries from the Subsidiary Guaranty (except as provided therein), or (vii) alter the requirements set forth in Sections 3.02(B) and 11.06 that certain payments with respect to Loans under a given Facility be applied or distributed on a pro rata basis to the holders of such Loans; provided, further, that no such change, waiver, discharge or termination shall, (t) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and RF Loans pursuant to this Agreement or any other Loan Documentas originally in effect, without the prior consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities, pursuant to Sections 3.02(A)(b) through (g) and Section 2.03(c) or (e), as applicable (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (u) without the consent of the Majority Lenders of the respective Facility affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (v) without the written consent of each Lenderthe Required RF Lenders, amend, modify or waive any condition precedent set forth in Section 4.02 or 4.03 with respect to the making of RF Loans, Swingline Loans or the issuance of Letters of Credit, (ivw) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of this Section 13.101A or alter its rights or obligations with respect to Letters of Credit, (x) without the prior written consent of each the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (vy) without the consent of the respective Agent, amend, modify 124 or waive any provision of Section 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision of Article 12 relating to the rights or any other provision of any Loan Document that affects the Agents without the written consent obligations of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderCollateral Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement nor any terms hereof or any other Loan Document thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated UNLESS such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parentthe Required Lenders, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, PROVIDED that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Lender) affected thereby, (iii) extend any interim or final maturity date provided for herein (including any extension of any interim or final maturity date to be effected in accordance with section 4.4 hereof) applicable to a Loan or a Commitment (it being understood that any waiver of the making of, or application of any prepayment of or the method of application of any mandatory prepayment of the Loans shall not constitute an extension of such final maturity thereof), reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal ofamount thereof, or increase the rate Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or amount Event of interest Default or Call Premiums specified of any mandatory prepayment or a mandatory reduction in this Agreement on, the Term Loans Total Commitment shall not constitute a change in the terms of any Commitment of any Lender), without (ii) release the prior written consent Borrower from any obligations as a guarantor of each Lender affected therebyits Subsidiaries' obligations under any Credit Document, (iii) release any Credit Party from the Subsidiary Guaranty, except in connection with a transaction permitted by section 9.2(e), (iv) release all or substantially all of the Collateral Collateral, except strictly in accordance with the provisions of section 8.11(b), (v) change the definition of the term "Change of Control" or any of the Guarantors except provisions of section 5.2(e) which are applicable upon a Change of Control, (vi) change the definition of the term "Permitted Acquisition" or any of the provisions of section 9.2(d) which are applicable to Permitted Acquisitions which would have the effect of depriving such Lender of its rights as shall be contemplated by such definition, (vii) amend, modify or waive any provision of this section 12.12, or section 11.7, 12.1, 12.4, 12.6 or 12.7(b), or any other provision of any of the Credit Documents pursuant to which the consent or approval of all Lenders is by the terms of such provision explicitly required, (viii) reduce the percentage specified in, or otherwise provided in any Security Document modify, the definition of Required Lenders, or other Loan Document or (ix) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement Agreement. No provision of section 3 or any other Loan Document, 11 may be amended without the prior written consent of each Lender, (ivx) amend, modify or waive any provision Letter of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent Credit Issuer adversely affected thereby or (viy) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any actionAdministrative Agent, without the prior written consent of each Lenderrespectively.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Company and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Required Banks; provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any Bank (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Bank) affected thereby, (iii) extend any Scheduled TL Repayment Date or reduce the amount of any Scheduled TL Repayment or extend the final scheduled maturity of any Loan (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post- default increase in interest rates) or Fees thereon, or reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Revolving Loan Commitments of any Lender, without Bank over the prior written consent amount thereof then in effect (it being understood that a waiver of each Lender affected therebyany Default or Event of Default or of a mandatory repayment or reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of any Commitment of any Bank), (iiiii) release all or substantially all of the Collateral or Subsidiary Guarantors from the Guarantors Subsidiary Guaranty (except as shall be otherwise expressly provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, Credit Documents) and (iviii) amend, modify or waive any provision of this Section, or Section 13.101.10, without the prior written consent of each Lender1.11, 3.04, 8.01, 10.07, 11.01, 11.02, 11.04, 11.06 or 11.07(b), (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (viiv) reduce the percentage specified in in, or otherwise amend modify, the definition of, Required Banks, or (v) consent to the assignment or transfer by any Credit Party of Majority Lenders any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof. No provision specifying the number or percentage of Lenders required to approve or consent to any action, Section 11 may be amended without the prior written consent of each Lenderthe Administrative Agent.

Amendment or Waiver. Except as expressly provided in Section 11.4(d) and (a) No e), no amendment or waiver of any provision of this Agreement or any other Loan Document may Notes, nor consent to any departure by the Borrower therefrom, shall in any event be amended, supplemented, modified or waived, except by a written instrument effective unless the same shall be in writing and signed by the Majority Lenders Borrower and CSSW Parentthe Required Banks, the Borrower and, if applicable, each other Guarantor (as defined and then such waiver or consent shall be effective only in the Guarantee specific instance and Security Agreement) (but only if CSSW Parent, for the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, specific purpose for which given; provided that no such waiver and no such amendment, supplement waiver or modification shall consent shall, unless in writing and signed by all the Banks, do any of the following: (i) postpone amend or delay waive any of the Maturity Date, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected therebyconditions specified in Section 5, (ii) increase the Commitments of the Banks or subject the Banks to any additional monetary obligations (including, without limitation, extending the periods of the Commitments during which the Banks are obligated to make Loans), (iii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans, any Notes or fees, (iv) postpone any date fixed for any payment in respect of principal of, or interest on, the Loans or other fees or amounts hereunder (including, without limitation, any date on which mandatory prepayments are due) except pursuant to Section 3.5, (v) change the percentage of the Commitments or the aggregate unpaid principal amount of the Loans, or the number or identity of the Banks, which shall be required for the Banks or any of them to take any action under this Agreement, or (vi) amend or waive Section 2.13, this Section 11.12 or the definitions of any Lenderterms used in such Sections; and provided further that no amendment, without waiver or consent shall, unless in writing and signed by the prior written consent of each Lender affected therebyAdministrative Agent in addition to the Banks required hereinabove to take such action, (iii) release all affect the rights or substantially all duties of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations Administrative Agent under this Agreement or any other Loan Document, without Note. Notwithstanding the prior written consent of each Lender, (iv) amend, modify or waive any provision foregoing provisions of this Section 13.1011.12, the provisions of this Agreement relating solely to fees payable to the Administrative Agent for its own account and not for the account of the Banks may be amended (but not to increase the amount of such fees so payable) or waived or departure therefrom may be consented to by the Administrative Agent in writing without the prior any consent being required, written consent of each Lenderor otherwise, (v) amend, modify or waive from any provision of Article 12 or any other provision Bank. The Borrower agrees to give notice of any Loan Document that affects amendment or waiver approved by the Agents without Borrower and the written consent of Required Banks to the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderAdministrative Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrowers and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Required Lenders; provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment thereby in the case of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected therebyfollowing clauses (i) and (vii)), (iii) reduce extend the principal final scheduled maturity of any Loan or Note (it being understood that any waiver of any prepayment of, or the method of application of any prepayment to, the Loans shall not constitute any such extension), or reduce the rate or amount extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Call Premiums specified Fees, or reduce (or forgive) the principal amount thereof, or increase the Revolving Commitment of any Lender over the amount thereof then in this Agreement oneffect (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Term Loans Total Revolving Commitment shall not constitute an increase of the Revolving Commitment of any Lender, without and that an increase in the prior written consent available portion of each any Revolving Commitment of any Lender affected therebyshall not constitute an increase in the Revolving Commitment of such Lender), (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (ivii) amend, modify or waive any provision of this Section 13.1011.11, without (iii) reduce the prior written percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, either the definition of Required Lenders, (iv) consent to the assignment or transfer by any Borrower of each Lenderany of its rights and obligations under this Agreement, (v) release all or substantially all of the Collateral, (vi) release all or substantially all of the Guarantors from the Subsidiary Guaranty (except as provided therein) or (vii) alter the requirements set forth in Sections 3.02(B) and 11.06 that certain payments with respect to Loans be applied or distributed on a pro rata basis to the holders of such Loans; provided, further that (x) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Article 12 Section 1 A or alter its rights or obligations with respect to Letters of Credit, (y) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 as Agent or any other provision as same relates to the rights or obligations of any Loan Document that affects the Agents Administrative Agent and (z) without the written consent of the applicable Agent Collateral Agent, amend, modify or (vi) reduce waive any provision relating to the percentage specified in rights or otherwise amend obligations of the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderCollateral Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement nor any ------------------- other Credit Document nor any terms hereof or any other Loan Document thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower and the Majority Lenders and CSSW ParentRequired Banks; provided, the Borrower andthat no -------- such change, if applicablewaiver, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower discharge or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender Bank affected thereby, (iii) extend a Maturity Date (it being understood that the application of any prepayment of or the method of application of any prepayment to the amortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees, or reduce the principal ofamount thereof, or (ii) release a material portion of the rate or amount of interest or Call Premiums specified Collateral, except as expressly provided in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected therebyCredit Documents, (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section, Section 13.103.03(c) or Section 4.02(A)(b), without (iv) reduce the prior written percentage specified in, or otherwise modify, the definition of, Required Banks (it being understood that, with the consent of each Lenderthe Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as an extension of Loans and Revolving Commitments are included on the Effective Date), (v) consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof, or (vi) permit the express contractual subordination of the principal or interest on the Loans; provided further, that no such change, waiver, discharge -------- ------- or termination shall (x) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), (y) without the consent of the Administrative Agent, amend, modify or waive any provision of Article 12 Section 11 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of any Loan Document that affects the Agents Administrative Agent or (z) without the written consent of the applicable Agent Collateral Agent, amend, modify or (vi) reduce waive any provision relating to the percentage specified in rights or otherwise amend obligations of the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderCollateral Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan ------------------- Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Required Banks and CSSW Parentthe Borrower; provided, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any Bank (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Bank) being directly affected thereby, (iii) extend the Maturity Date (it being understood that any waiver of any prepayment of the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees, or reduce the principal of, amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate or amount of interest or Call Premiums specified in Fees for the purposes of this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected therebyclause (i)), (iiiii) release all or substantially all of the Collateral or the Guarantors (except as shall be otherwise expressly provided in the Credit Documents), or release any Security Document Subsidiary Guarantor from its obligations thereunder (except as expressly provided in the Credit Documents), (iii) amend, modify or other Loan Document waive any provision of this Section 12.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement or any other Loan DocumentCredit Document except in accordance with the terms hereof or thereof; provided further, that no such change, waiver, discharge or termination shall (w) increase the Commitments of any Bank over the amount thereof then in effect without the prior written consent of each Lendersuch Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitments of such Bank), (ivx) without the consent of the Letter of Credit Issuer, amend, modify or waive any provision of this Section 13.102 or alter its rights or obligations with respect to Letters of Credit, (y) without the prior written consent of each LenderBTCo, amend or modify the obligation of BTCo to make Swingline Loans, the terms of any such Swingline Loans or the obligations of the Banks to fund Mandatory Borrowings, or (vz) without the consent of the Agent, amend, modify or waive any provision of Article 12 Section 11 as same applies to the Agent or any other provision of any Loan Document that affects as same relates to the Agents without the written consent rights or obligations of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderAgent.

Amendment or Waiver. (a) No provision of this This Agreement or any other Loan Document may not be amendedchanged, supplemented, modified or waived, except by discharged or terminated (other than pursuant to Section 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a written instrument Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Majority Lenders and CSSW ParentCo-Borrowers, the Borrower and, if applicable, each other Guarantor (as defined in Loan Agent and the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Collateral Trustee; provided that no such change, waiver and no such amendment, supplement or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender (provided that such Lender holds Secured Loans directly affected therebythereby in the case of the following clause (i)), (i) extend any time fixed for the payment of any principal of the Secured Loans, or postpone reduce the rate or delay any date fixed by this Agreement or any other Loan Document for any extend the time of payment of principalinterest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, interest or other amounts due to any Lender hereunder reduce the principal amount thereof, or under any other Loan Document, without change the prior written consent currency of each Lender affected therebypayment thereof, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors Assets (in each case, except as shall be otherwise expressly provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderCredit Documents), (iviii) amend, modify or waive any provision of Section 7.6 or clause (a) of this Section 13.107.11, without (iv) reduce the prior written consent percentage specified in the definition of each LenderMajority, (v) consent to the assignment or transfer by either of the Co-Borrowers of any of their rights and obligations under this Agreement (except as permitted by Section 4.10), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Article 12 or any other provision Section 7.18. For the avoidance of any Loan Document that affects the Agents without the written doubt, no consent of the applicable Lenders shall be required in connection with a Conforming Amendment other than to the extent required pursuant to Article VIII of the Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Loan Agent to enter into any such Conforming Amendment. Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the Credit Documents. (vib) reduce Subject to Section 2.2(b) hereof and Section 2.13 of the percentage Indenture and subject to the satisfaction of the conditions specified therein, a Conforming Amendment to this Agreement shall be made for the purpose of facilitating the incurrence of any Additional Loans. (c) No amendment may be made to this Agreement that would create an inconsistency with Section 5.1, Article VI or Article VII of the Indenture unless a contemporaneous and equivalent amendment is made to Section 5.1, Article VI or Article VII, as applicable, of the Indenture in or otherwise amend accordance with the definition terms thereof. (d) Any amendment to this Agreement (other than a Conforming Amendment to reflect any changes to the Indenture) that has a material adverse effect on any Class of Majority Lenders or any other provision specifying Debt shall (x) except as set forth in clause (y), require the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each Lender.a Majority of such Class of Debt and (y) if such amendment has a material adverse effect on any Class of Debt and is an amendment of the type listed under any clause of Section 8.2 of the Indenture requiring the consent of 100% of the Holders of such Class, require consent of 100% of such Holders. Not later than 15 Business Days prior to the execution of any proposed amendment, the Loan Agent, at the request and expense of the Borrower, shall deliver to the Lenders, the Collateral Trustee (who shall forward to the Holders of the Notes), the Collateral Manager and the Rating Agencies a copy of such amendment. The Loan Agent and the Collateral Trustee shall be entitled to receive and shall be

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders respective Credit Parties party thereto and CSSW Parentthe Required Banks; provided that no such change, waiver, discharge or termination shall, without the Borrower and, if applicable, consent of each Bank (other Guarantor than a Defaulting Bank) (as defined with Obligations of the respective types in the Guarantee and Security Agreement) case of following clause (but only if CSSW Parent, the Borrower or such Guarantor is a party theretoi). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall ): (i) postpone extend the final scheduled maturity of any Loan or delay Note or any portion thereof or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, without or reduce the prior written consent rate or extend the time of each Lender affected therebypayment of interest or Fees thereon, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, thereof; (iiiii) release all or substantially all of the Collateral or the Guarantors (except as shall be otherwise expressly provided in the respective Security Document); (iii) amend, modify or waive any Security Document provision of this Section 13.12; (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date); or other Loan Document or (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall: (x) increase the Commitments of any other Loan DocumentBank over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase in the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (y) without the prior written consent of each Lenderthe Agent, (iv) amend, modify or waive any provision of this Section 13.10, 12 or any other provision relating to the rights or obligations of the Agent; or (z) without the prior written consent of each Lenderthe Collateral Agent, (v) amend, modify or waive any provision of Article 12 relating to the rights or any other provision of any Loan Document that affects the Agents without the written consent obligations of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderCollateral Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrowers and CSSW Parentthe Required Lenders, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Lender) directly affected thereby, (iii) extend the Final Maturity Date, or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date (except as contemplated by Section 2.01(b)), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees or other amounts payable hereunder, or reduce the principal ofamount thereof, or increase the rate Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or amount Event of interest Default or Call Premiums specified of a mandatory reduction in this Agreement on, the Term Loans Total Commitment shall not constitute a change in the terms of any Commitment of any Lender, without the prior written consent of each Lender affected thereby), (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (ivii) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender12.12, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (viiii) reduce the percentage specified in in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of Required Lenders, (iv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement or (v) release all or substantially all of the Collateral, PROVIDED FURTHER, that no such change, waiver, discharge or termination shall, without the consent of the Required USF Lenders and the Required MCF Lenders, amend the definition of Majority Required USF Lender or Required MCF Lenders (as applicable) or amend in a manner adverse to the respective Facility the allocation between the USF Facility and the MCF Facility of mandatory commitment reductions. No provision of Section 1.01(B), 1.01(D) and (E), 2 or 11 may be amended without the consent of the Lira Lender, the Swingline Lender, any Letter of Credit Issuer affected thereby or any other provision specifying the number or percentage of Lenders required to approve or consent to any actionAgent affected thereby, without the prior written consent of each Lenderrespectively.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders respective Credit Parties thereto and CSSW Parentthe Required Banks, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall termination shall, without the consent of each Bank affected thereby (other than a Defaulting Bank), (i) postpone extend any Scheduled Repayment or delay the Maturity Date, without scheduled final maturity of any Loan or Note (it being understood that any waiver of the prior written consent application of each Lender affected therebyany prepayment or the method of application of any prepayment to the amortization of the Loans shall not constitute an extension of any Scheduled Repayment or the scheduled final maturity thereof), or postpone reduce the rate or delay any date fixed by this Agreement or any other Loan Document for any extend the time of payment of principal, interest thereon or other amounts due to any Lender hereunder Fees or under any other Loan Document, without reduce the prior written consent of each Lender affected therebyprincipal amount thereof, (ii) reduce increase the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitments of any Lender, without Bank over the prior written consent amount thereof then in effect (it being understood that a waiver of each Lender affected therebyany Default or Event of Default or of a mandatory reduction in the Total Commitment or mandatory repayment or prepayment shall not constitute a change in the terms of any Commitment of any Bank), (iii) release all or substantially all any material portion of the Collateral or the Guarantors (except as shall be otherwise expressly provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderCredit Documents), (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender11.12, (v) amendreduce any percentage specified in, modify or waive otherwise modify, the definition of Required Banks or (vi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement. No provision of Article 12 Section 10 or any other provision relating to the rights and/or obligations of any Loan Document that affects the Agents Administrative Agent may be amended without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderAdministrative Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders and CSSW Parentrespective Credit Parties party thereto (and, in the case of the Dynavox Pledge Agreement, the Borrower and, if applicable, each other Guarantor (as defined in pledgors thereunder) and the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Required Banks; PROVIDED that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall termination shall, without the consent of each Bank directly affected thereby: (i) postpone extend the final scheduled maturity of any Loan or delay Note or extend the stated maturity of any Letter of Credit or Unpaid Drawing beyond the Revolving Loan Maturity Date, without or reduce the prior written consent rate or extend the time of each Lender affected therebypayment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, thereof; (iiiii) release all or substantially all of the Collateral (except as expressly provided in the relevant Credit Documents) or all or substantially all of the Guarantors from their Guaranties (in each case except as shall be otherwise expressly provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, relevant Credit Documents); (iviii) amend, modify or waive any provision of Section 13.06 or this Section 13.1013.12; (iv) reduce the percentage specified in, without or otherwise modify, the prior written definition of Required Banks (it being understood that, with the consent of each Lenderthe Required Banks, extensions of credit pursuant to this Agreement in addition to those set forth in or contemplated by this Agreement on the Effective Date may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date); or (v) except for the Borrower Acknowledgment and Assumption, consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement; PROVIDED FURTHER, that no such change, waiver, discharge or termination shall: (1) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the consent of such Bank; (2) without the consent of the Issuing Bank, amend, modify or waive any provision of Article 12 Section 2 or alter its rights or obligations with respect to Letters of Credit; (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 or any other provision relating to the rights or obligations of any Loan Document that affects the Agents Administrative Agent; (4) without the written consent of the applicable Agent Collateral Agent, amend, modify or waive any provision of Section 11 or any other provision relating to the rights or obligations of the Collateral Agent; (vi5) reduce without the percentage specified consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in or otherwise the case of an amendment to the definition of Majority Banks), amend the definition of Majority Lenders Banks or alter the required application of any other provision specifying prepayments or repayments (or commitment reductions), as between the number various Tranches, pursuant to Section 4.01 or percentage 4.02 (excluding Sections 4.02(b) and (c)) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of Lenders any such prepayment, repayment or commitment reduction which is still required to approve be made is not altered) or consent to any action, (6) without the prior written consent of each Lenderthe Majority Banks of the respective Tranche, amend, modify or waive any Scheduled Repayment of such Tranche.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parentthe Required Banks, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender Bank affected thereby, (iii) extend the Maturity Date (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitment of any LenderBank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default, without or of a mandatory reduction in the prior written consent Total Commitment, shall not constitute a change in the terms of each Lender affected therebyany Commitment of any Bank), (iiiii) release or permit the release of all or substantially all of the Collateral or the Guarantors except as shall be otherwise expressly provided in the Credit Documents, (iii) amend, modify or waive any Security Document provision of this Section 11.12, (iv) reduce the percentage specified in, or other Loan Document otherwise modify, the definition of Required Banks or (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement provided further that no such change, waiver, discharge or any other Loan Document, termination shall without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent Super-Majority Banks change directly or (vi) reduce the percentage specified in or otherwise amend indirectly the definition of Permitted Acquisition or Super-Majority Lenders Banks, extend the date of payment of, or reduce the amount of, any other Scheduled Repayment, or release Holdings from the Holdings Guaranty and/or release the Borrower's stock pledged under the Holdings Pledge Agreement. No provision specifying the number or percentage of Lenders required to approve or consent to any action, Section 10 may be amended without the prior written consent of each Lenderthe Agent and to the extent any such amendment would affect the Co-Agent solely in its capacity as such, the Co-Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrowers and CSSW Parentthe Required Lenders, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender directly affected thereby, (iii) extend the Final Maturity Date or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees or other amounts payable hereunder, or reduce the principal ofamount thereof, or increase the rate Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or amount Event of interest or Call Premiums specified Default shall not constitute a change in this Agreement on, the Term Loans terms of any Commitment of any Lender, without the prior written consent of each Lender affected thereby), (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (ivii) amend, modify or waive any provision of Section 12.06 or this Section 13.1012.11, (iii) reduce the percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of Required Lenders, (iv) release the Company from its obligations under Company Guaranty or (v) consent to the assignment or transfer by each Borrower of any of its rights and obligations under this Agreement; and provided further that no change, waiver, discharge or termination shall, without the prior written consent of each Lenderof the Administrative Agent, (v) each LC Issuer and the Required Lenders amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderSection 1.15.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and CSSW Parentannexes may be modified to reflect such additions), and Subsidiaries of the Company may be released from, this Agreement, the Borrower and, if applicable, each other Guarantor (as defined in the Subsidiary Guarantee and the Security Agreement) (but only if CSSW Parent, Documents in accordance with the Borrower provisions hereof and thereof without the consent of the other Credit Parties party thereto or such Guarantor is a party theretothe Required Lenders). Notwithstanding the foregoing provisions, ; provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender (with Obligations being directly affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the Final Maturity Date, or postpone reduce (or delay forgive) the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any date fixed by post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or any other Loan Document for any payment to Section 11.07(a) shall not constitute a reduction in the rate of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without Fees for the prior written consent purposes of each Lender affected therebythis clause (i)), (ii) reduce release all or substantially all of the principal of, or Collateral (except as expressly provided in the rate or amount of interest or Call Premiums specified in this Agreement on, Credit Documents) under all the Term Loans of any Lender, without the prior written consent of each Lender affected therebySecurity Documents, (iii) release all or substantially all of the Collateral or Guarantors under the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderGuarantees, (iv) amend, modify or waive any provision of this Section 13.10, without 11.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the prior written consent protections to such additional extensions of each Lendercredit of the type provided to the Commitments and the Loans on the Restatement EffectiveClosing Date), (v) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments and the Loans are included on the Restatement EffectiveClosing Date), (vi) amend the definition of “Interest Period” so as to permit interest periods in excess of six months without requiring the consent of all Lenders or (vii) consent to the assignment or transfer by the Company of any of its rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of the Administrative Agent, amend, modify or waive any provision of Article 12 Section 10 or any other provision as same relates to the rights or obligations of any Loan Document that affects the Agents Administrative Agent, or (3) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Agent Lenders other than Defaulting Lenders), except that (x) the Commitment or Loans of any Defaulting Lender may not be increased or extended without the consent of such Lender and (viy) reduce any waiver, amendment or modification requiring the percentage specified in or otherwise amend the definition consent of Majority all Lenders or each affected Lender that by its terms affects any Defaulting Lender in its capacity as a Lender more adversely than other provision specifying affected Lenders shall require the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each such Defaulting Lender.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Company and CSSW Parent100 the Required Banks, provided that no such change, waiver, discharge or termination shall, without the Borrower and, if applicable, consent of each other Guarantor Bank (as defined with Obligations being directly affected in the Guarantee and Security Agreement) case of following clause (but only if CSSW Parent, the Borrower or such Guarantor is a party theretoi). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall ): (i) postpone extend the final scheduled maturity of any Loan or delay Note or any portion thereof or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, without or reduce the prior written consent rate or extend the time of each Lender affected therebypayment of interest or Fees thereon, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due reduce the principal amount thereof (except to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected therebyextent repaid in cash), (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.1013.12, (iii) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of the Revolving Loan Commitments are included on the Restatement Effective Date) or (iv) consent to the assignment or transfer by the Company of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (I) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants, any Default or Event of Default or of a mandatory Commitment reduction to the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), without the prior written consent of such Bank, (II) without the consent of each LenderIssuing Bank affected thereby, (v) amend, modify or waive any provision of Article Section 2 or alter its rights or obligations with respect to Letters of Credit, (III) without the consent of the Swingline Bank, amend, modify or waive any provision relating to the rights or obligations of the Swingline Bank or with respect to the Swingline Loans (including, without limitation, the obligations of the other Banks with Revolving Loan Commitments to fund Mandatory Borrowings), or (IV) without the consent of the Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the Agent; provided, however, that in any case the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, of any Loan Document that affects the Agents without the written consent of the applicable Agent such prepayment, repayment or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders commitment reduction which is still required to approve or consent to any action, without the prior written consent of each Lenderbe made is not altered.

Amendment or Waiver. This Warrant is one of a series of warrants issued by the Company as of April 20, 2004, pursuant to the Company's Registration Statement on Form S-3 (File No. 333-111903), and of like tenor, except as to the number of shares of Common Stock subject thereto (collectively, the "Company Warrants"). Any term of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of Company Warrants representing at least a majority of the number of shares of Common Stock then subject to outstanding Company Warrants. Notwithstanding the foregoing, (a) No provision of this Agreement or any other Loan Document Warrant may be amended, supplemented, modified or waived, except by a written instrument signed by amended and the Majority Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) postpone or delay the Maturity Date, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans observance of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors except as shall term hereunder may be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents waived without the written consent of the applicable Agent or Registered Holder only in a manner which applies to all Company Warrants in the same fashion and (vib) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required Warrant Shares subject to approve or consent this Warrant, the term of this Warrant and the Purchase Price of this Warrant may not be amended, and the right to any actionexercise this Warrant may not be waived, without the prior written consent of each Lenderthe Registered Holder (it being agreed that an amendment to or waiver under any of the provisions of Section 2 of this Warrant shall not be considered an amendment of the number of Warrant Shares, the term of this Warrant or the Purchase Price). The Company shall give prompt written notice to the Registered Holder of any amendment hereof or waiver hereunder that was effected without the Registered Holder's written consent. No waivers of any term, condition or provisixx xx this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Required Banks and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined except in the Guarantee and Security Agreementcase of a waiver) (but only if CSSW Parentthe Borrower; provided, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any Bank (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Bank) being directly affected thereby, (iii) except as provided herein, extend the Maturity Date (it being understood that any waiver of any Scheduled Commitment Reduction or prepayment of the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees, or reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected therebythereof, (iiiii) release all or substantially all of the Collateral or the Guarantors (except as shall be otherwise expressly provided in the Credit Documents), or release any Security Document Subsidiary Guarantor from its obligations thereunder (except as expressly provided in the Credit Documents), (iii) amend, modify or other Loan Document waive any provision of this Section 12.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement or any other Loan DocumentCredit Document except in accordance with the terms hereof or thereof; provided further, that no such change, waiver, discharge or termination shall (w) increase the Commitments of any Bank over the amount thereof then in effect without the prior written consent of each Lendersuch Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitments of such Bank), (ivx) without the consent of the Letter of Credit Issuer, amend, modify or waive any provision of this Section 13.102 or alter its rights or obligations with respect to Letters of Credit, (y) without the prior written consent of each LenderBTCo, amend or modify the obligation of BTCo to make Swingline Loans, the terms of any such Swingline Loans or the obligations of the Banks to fund Mandatory Borrowings, or (vz) without the consent of the Agent, amend, modify or waive any provision of Article 12 Section 11 as same applies to the Agent or any other provision of any Loan Document that affects as same relates to the Agents without the written consent rights or obligations of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderAgent.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Document terms ------------------- hereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Company and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Required Banks; provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall termination -------- shall, without the consent of each Bank, (i) postpone or delay become effective in the event that exactly two Banks are Participants under this Agreement, (ii) extend the stated maturity of any Letter of Credit beyond the Maturity Date, without or reduce the prior written consent rate or extend the time of each Lender affected therebypayment of interest or Fees thereon, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected therebythereof, (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.1010.14, without (iv) reduce the prior written percentage specified in the definition of Required Banks (it being understood that, with the consent of each Lenderthe Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of credit pursuant thereto are included on the Effective Date), (v) consent to the assignment or transfer by the Company of any of its rights and obligations under this Agreement, (v) release or permit the release of any Collateral Vessel from any Lien created by the respective Security Documents (except as expressly provided in the Credit Documents) or (vii) waive, change the timing or amount of, or extend any mandatory reduction in the Total Commitment, including, without limitation, a Scheduled Commitment Reduction; provided further, that no such change, waiver, discharge or -------- ------- termination shall (w) increase the Percentage of any Bank over the amount thereof then in effect without the consent of such Bank, (x) without the consent of the respective Issuing Bank, amend, modify or waive any provision of Article 12 Section 1A, 1B or 2 or alter its rights or obligations with respect to Letters of Credit, (y) without the consent of each Agent, amend, modify or waive any provision of Section 9 or any other provision relating to the rights or obligations of any Loan Document that affects the Agents such Agent, or (z) without the written consent of the applicable Agent Collateral Agent, amend, modify or (vi) reduce waive any provision relating to the percentage specified in rights or otherwise amend obligations of the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each Lender.Collateral Agent. * * *

Amendment or Waiver. Except as expressly provided in Section 12.4(d) and (a) No e), no amendment or waiver of any provision of this Agreement or any other Loan Document may Notes, nor consent to any departure by the Borrower therefrom, shall in any event be amended, supplemented, modified or waived, except by a written instrument effective unless the same shall be in writing and signed by the Majority Lenders Borrower and CSSW Parentthe Required Banks, the Borrower and, if applicable, each other Guarantor (as defined and then such waiver or consent shall be effective only in the Guarantee specific instance and Security Agreement) (but only if CSSW Parent, for the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, specific purpose for which given; provided that no such waiver and no such amendment, supplement waiver or modification shall consent shall, unless in writing and signed by all the Banks, do any of the following: (i) postpone amend or delay waive any of the Maturity Date, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected therebyconditions specified in Section 6, (ii) increase the Commitments of the Banks or subject the Banks to any additional monetary obligations (including, without limitation, extending the periods of the Commitments during which the Banks are obligated to make or participate in Loans and participate in or issue Letters of Credit), (iii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans, any Notes or fees, (iv) postpone any date fixed for any payment in respect of principal of, or interest on, the Loans or participations in Letters of Credit or other fees or amounts hereunder (including, without limitation, any date on which mandatory prepayments are due), (v) change the percentage of the Commitments or the aggregate unpaid principal amount of the Loans, or the number or identity of the Banks, which shall be required for the Banks or any of them to take any action under this Agreement, or (vi) amend or waive Section 2.15, this Section 12.12 or the definitions of any Lenderterms used in such Sections; and provided further that no amendment, without waiver or consent shall, unless in writing and signed by the prior written consent of each Lender affected therebyAdministrative Agent in addition to the Banks required hereinabove to take such action, (iii) release all affect the rights or substantially all duties of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations Administrative Agent under this Agreement or any other Loan Document, without Note. Notwithstanding the prior written consent of each Lender, (iv) amend, modify or waive any provision foregoing provisions of this Section 13.1012.12, the provisions of this Agreement relating solely to fees payable to the Administrative Agent for its own account and not for the account of the Banks may be amended (but not to increase the amount of such fees so payable) or waived or departure therefrom may be consented to by the Administrative Agent in writing without the prior any consent being required, written consent of each Lenderor otherwise, (v) amend, modify or waive from any provision of Article 12 or any other provision Bank. The Borrower agrees to give notice of any Loan Document that affects amendment or waiver approved by the Agents without Borrower and the written consent of Required Banks to the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderAdministrative Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by Borrower and the Majority Lenders and CSSW ParentRequired Banks; PROVIDED, the Borrower andHOWEVER, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall termination shall, without the consent of each Bank (other than a Defaulting Bank) affected thereby, (i) postpone or delay extend the Maturity Date, without or reduce the prior written consent rate or extend the time of each Lender affected therebypayment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without reduce the prior written consent of each Lender affected therebyprincipal amount thereof, (ii) reduce increase the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitment of any Lender, without Bank over the prior written consent amount thereof then in effect (it being understood that a waiver of each Lender affected therebyany Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Bank), (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each LenderSection, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (viiv) reduce the percentage specified in or otherwise amend the definition of Majority Lenders Required Banks or (v) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement. No provision of Sections 2 or 11, or any other provision specifying the number or percentage of Lenders required to approve or consent provisions relating to any action, Letter of Credit Issuer or the Administrative Agent may be modified without the prior written consent of such Letter of Credit Issuer or the Administrative Agent, respectively. (b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i), (iii), (iv) or (v) of the proviso to Section 12.12(a), the consent of the Required Banks is obtained but the consent of one or more of such other Banks whose consent is required is not obtained, then Borrower shall have the right to replace each Lender.such non-consenting Bank or Banks (so long as all non-consenting Banks are so replaced) with one or more Replacement Banks pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Bank consents to the proposed change, waiver, discharge or termination; PROVIDED, HOWEVER, that Borrower shall not have the right to replace a Bank solely as a result of the exercise of such Bank's rights (and the withholding of any required consent by such Bank) pursuant to clause (ii) of the proviso to Section 12.12(a). 12.13

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor Required Lenders; provided that (as defined in the Guarantee and Security Agreementx) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Lender) with Obligations being directly affected thereby, (iii) extend the scheduled final maturity of any Loan or Note, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees or reduce the principal ofamount thereof, or increase the rate Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or amount Event of interest Default or Call Premiums specified of a mandatory reduction in this Agreement on, the Term Loans Total Commitment shall not constitute a change in the terms of the Commitment of any Lender), without the prior written consent of each Lender affected thereby(ii) release Parent or Xxxxxxxx Tobacco from its Guaranty, (iii) at any time Collateral is pledged pursuant to the Security Documents release (other than pursuant to the automatic release provided for in Section 7.10 or as otherwise expressly permitted by the Security Documents) all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderCollateral, (iv) amend, modify or waive any provision of this Section 13.10(other than technical amendments which do not adversely affect the rights of any Lender), without or Section 12.06 in a manner that would alter the prior written consent pro rata sharing of each Lenderpayments required thereby, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Required Lenders or any other provision specifying the number or percentage of Lenders required to approve or (vi) consent to the assignment or transfer by any actionCredit Agreement Party of any of its rights and obligations under this Agreement; and (y) the financial covenants set forth in Sections 8.03(o), 8.04(m), 8.05, 8.07 and 8.08 (and the defined terms used therein) may be adjusted with the consent of the Borrower and the Majority SMA to the extent provided in Sections 7.09 and 12.07(a). No provision of Section 11 may be amended or modified without the prior written consent of each Lenderany Senior Managing Agent adversely affected thereby. The obligations of Swingline Lenders to make Swingline Loans, the terms of any such Swingline Loans and the obligations of the other Lenders to fund Mandatory Borrowings shall not be amended or modified without the consent of the Swingline Lenders adversely affected thereby. The terms of Section 2 shall not be amended or modified without the consent of any Letter of Credit Issuer adversely affected thereby.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan ------------------- Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders respective Credit Parties party thereto and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Required Banks; provided that no such waiver and no such amendment-------- change, supplement waiver, discharge or modification shall termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): (i) postpone extend the final scheduled maturity of any Loan or delay Note or extend the stated maturity of any Letter of Credit or Unpaid Drawing beyond the Revolving Loan Maturity Date, without or reduce the prior written consent rate or extend the time of each Lender affected therebypayment of interest or Fees thereon (except in connection with a waiver of applicability of any post- default increase in interest rates), or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, thereof; (iiiii) release all or substantially all of the Collateral or the Guarantors (except as shall be otherwise expressly provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, Credit Documents); (iviii) amend, modify or waive any provision of this Section 13.1015.10; (iv) reduce the percentage specified in, without or otherwise modify, the prior written consent definition of each Lender, Required Banks; (v) reduce or limit the Obligations of any Guarantor owing to any of the Agents, the Issuing Bank or any of the Banks or release any Guarantor (provided that at such time as any Subsidiary Guarantor is sold in accordance with the terms of this Agreement, such Guarantor shall be automatically released from any and all obligations under the Subsidiary Guaranty); or (vi) consent to the assignment to transfer by the Parent or the Borrower or any other Credit Party of any of their rights and obligations under this Agreement; provided further that no such change, waiver, -------- ------- discharge or termination shall: (x) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the consent of such Bank; or (y) without the consent of the Issuing Bank, amend, modify or waive any provision of Article Section 3 or alter its rights or obligations with respect to Letters of Credit; or (z) without the consent of the applicable Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each Lendersuch Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders respective Credit Parties party thereto and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Required Banks; provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): (i) postpone extend the final scheduled maturity of any Loan or delay Note or extend the stated maturity of any Letter of Credit or Unpaid Drawing beyond the Revolving Loan Maturity Date, without or reduce the prior written consent rate or extend the time of each Lender affected therebypayment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitments of any LenderBank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, without covenants, Default or Event of Default or of a mandatory reduction in the prior written consent Total Commitment or a mandatory prepayment shall not constitute an increase of each Lender affected therebythe Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iiiii) release all or substantially all of the Collateral or the Guarantors (except as shall be otherwise expressly provided in the relevant Credit Documents); (iii) amend, modify or waive any Security Document provision of this Section 13.12; (iv) reduce the percentage specified in, or other otherwise modify, the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Document Commitments are included on the Effective Date); or (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall: (A) increase the Commitments of any other Loan DocumentBank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any 121 CREDIT AGREEMENT Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the prior written consent of each Lendersuch Bank; or (B) without the consent of the Issuing Bank affected thereby, (iv) amend, modify or waive any provision of this Section 13.10, 2 or alter its rights or obligations with respect to Letters of Credit issued by such Issuing Bank; or (C) without the prior written consent of each Lenderthe Agent, (v) amend, modify or waive any provision of Article Section 12 or any other provision relating to the rights or obligations of any Loan Document that affects the Agents Agent; or (D) without the written consent of the applicable Agent Collateral Agent, amend, modify or (vi) reduce the percentage specified in or otherwise amend the definition waive any provision of Majority Lenders Section 12 or any other provision specifying relating to the number rights or percentage obligations of Lenders required to approve or consent to any action, without the prior written consent of each LenderCollateral Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parentthe Required Banks, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any Bank (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Bank) affected thereby, (iii) extend the Expiry Date (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Revolving Commitment of any Lender, without Bank over the prior written consent amount thereof then in effect (it being understood that a waiver of each Lender affected therebyany Default or Event of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute a change in the terms of any Revolving Commitment of any Bank), (iiiii) release or permit the release of all or substantially all of the Collateral or the Guarantors except as shall be otherwise expressly provided in the Credit Documents, (iii) amend, modify or waive any Security Document provision of this Section 12.12, (iv) reduce the percentage specified in, or other Loan Document otherwise modify, the definition of Required Banks or (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement provided further that no such change, waiver, discharge or any other Loan Document, termination shall without the prior written consent of each Lender, (iv) amend, modify the Super-Majority Banks change directly or waive any indirectly the definition of Permitted Acquisition or Super-Majority Banks. No provision of this Section 13.10, 11 may be -91- amended without the prior written consent of each Lenderthe Agent and to the extent any such amendment would affect the Co-Agent solely in its capacity as such, (v) amendthe Co-Agent, modify or waive any no provision of Article 12 Section 2 may be amended without the consent of the Letter of Credit Issuer affected thereby and no provision of Section 1.01(b) or (c) or any other provision of any Loan Document that affects the Agents applicable to Swingline Loans may be amended without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderBTCo.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders respective Credit Parties party thereto and CSSW Parentthe Required Lenders, provided that no such change, waiver, discharge or termination shall, without the Borrower and, if applicable, consent of each Lender (other Guarantor than a Defaulting Lender) (as defined with Obligations being directly affected thereby in the Guarantee and Security Agreement) case of following clause (but only if CSSW Parenti)), the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) postpone extend the final scheduled maturity of any Loan or delay Note beyond the Maturity Date, without or reduce the prior written consent rate or extend the time of each Lender affected thereby, payment of interest or postpone Fees (it being understood that any amendment or delay any date fixed by modification to the financial definitions in this Agreement or any other Loan Document for any payment to Section 11.07(a) shall not constitute a reduction in the rate of principal, interest or other amounts due to any Lender hereunder Fees for the purposes of this clause (i)), or under any other Loan Document, without reduce the prior written consent of each Lender affected therebyprincipal amount thereof, (ii) reduce the principal ofamend, modify or the rate or amount waive any provision of interest or Call Premiums specified in this Section 11.12 (except for technical amendments with respect to additional extensions of credit under this Agreement on, of the Term Loans type which afford the protections to such additional extensions of any Lender, without credit provided to the prior written consent of each Lender affected therebyCommitments on the Effective Date), (iii) release all reduce the percentage specified in the definition of Required Lenders or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or (iv) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitment of any other Loan DocumentLender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that waivers or modifications of conditions precedent, covenants (including, without limitation, by means of modifications to the prior written financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), or (2) without the consent of each LenderAgent affected thereby, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each Lendersuch Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders respective Credit Parties party thereto and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Required Banks; provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall termination shall, without the consent of each Bank directly affected thereby: (i) postpone extend the final scheduled maturity of any Loan or delay Note or extend the stated maturity of any Letter of Credit or Unpaid Drawing beyond the Revolving Loan Maturity Date, without or reduce the prior written consent rate or extend the time of each Lender affected therebypayment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, thereof; (iiiii) release all or substantially all of the Collateral (except as expressly provided in the relevant Credit Documents) or all or substantially all of the Guarantors from their Guaranties (in each case except as shall be otherwise expressly provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, relevant Credit Documents); (iviii) amend, modify or waive any provision of Section 13.06 or this Section 13.1013.12; (iv) reduce the percentage specified in, without or otherwise modify, the prior written definition of Required Banks (it being understood that, with the consent of each Lenderthe Required Banks, extensions of credit pursuant to this Agreement in addition to those set forth in or contemplated by this Agreement on the Restatement Effective Date may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date); or (v) consent to the assignment or transfer by Holdings or any Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall: (1) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the consent of such Bank; (2) without the consent of the Issuing Bank, amend, modify or waive any provision of Article 12 Section 2 or alter its rights or obligations with respect to Letters of Credit; (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 or any other provision relating to the rights or obligations of any Loan Document that affects the Agents Administrative Agent; (4) without the written consent of the applicable Agent Collateral Agent, amend, modify or waive any provision of Section 11 or any other provision relating to the rights or obligations of the Collateral Agent; (vi5) reduce without the percentage specified consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in or otherwise the case of an amendment to the definition of Majority Banks), amend the definition of Majority Lenders Banks or alter the required application of any other provision specifying prepayments or repayments (or commitment reductions), as between the number various Tranches, pursuant to Section 4.01 or percentage 4.02 (excluding Section 4.02(b)) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of Lenders any such prepayment, repayment or commitment reduction which is still required to approve be made is not altered) or consent to any action, (6) without the prior written consent of each Lenderthe Majority Banks of the respective Tranche, amend, modify or waive any Scheduled Repayment of such Tranche.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Required Lenders and CSSW Parent, the Borrower and(or, if applicable, each other Guarantor (as defined in the Guarantee and Security case of any Credit Document other than this Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party theretoas otherwise provided therein). Notwithstanding the foregoing provisions; provided, that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Lender) being directly affected thereby, (iii) reduce extend the principal offinal scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees, or reduce the amount of or extend the time of any payment of the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate of interest or Call Premiums specified in Fees for the purposes of this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected therebyclause (i)), (iiiii) release all or substantially all of the Collateral or the Guarantors (except as shall be otherwise expressly provided in this Agreement) under all of the Security Documents, or release any Security Document Guarantor from its obligations under any Guaranty to which it is a party (except (in each case) as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 12.12 to the extent that any such amendment, modification or waiver would alter any of the voting provisions set forth in the other Loan Document provisions of this Section 12.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof; provided further, that no such change, waiver, discharge or termination shall (vi) increase the Revolving Commitment, Term A Loan Document, Commitment or Term B Loan Commitment of any Lender over the amount thereof then in effect without the prior written consent of each such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not: constitute an increase of the Revolving Commitment of any Lender, and that an increase in the available portion of any Revolving Commitment, Term A Loan Commitment or Term B Loan Commitment of any Lender shall not constitute an increase in the Revolving Commitment of such Lender), (ivvii) without the consent of the Letter of Credit Issuer, amend, modify or waive any provision of this Section 13.102 or alter its rights or obligations with respect to Letters of Credit, (viii) without the prior written consent of each LenderFleet, (v) amendamend or modify the obligation of Fleet to make Swingline Loans, modify or waive any provision of Article 12 or any other provision the terms of any Loan Document that affects such Swingline Loans or the Agents obligations of the Lenders to fund Mandatory Borrowings, and (ix) without the written consent of Fleet, amend or modify the applicable Agent obligation of Fleet to make Swingline Loans, the terms of any Swingline or (vi) reduce the percentage specified in or otherwise amend obligations of the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each Lenderfund Mandatory Borrowings.

Amendment or Waiver. (a) No provision Except to the extent set forth in Section 12.17(a), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Borrowers and the Required Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby), (i) extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or any other Loan Document may be amended, supplemented, modified or waived, except by to Section 12.07(a) shall not constitute a written instrument signed by the Majority Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined reduction in the Guarantee and Security Agreement) rate of interest or Fees for the purposes of this clause (but only if CSSW Parenti), notwithstanding the Borrower or fact that such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement amendment or modification shall (i) postpone actually results in such a reduction, provided that such amendment or delay modification was not consummated for the Maturity Date, without purpose of lowering the prior written consent of each Lender affected thereby, interest rate or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected therebyFees hereunder), (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors (except as shall be otherwise expressly provided in any the Credit Documents) under all the Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderDocuments, (iviii) amend, modify or waive any provision of this Section 13.1012.12, without (iv) reduce the prior written percentage specified in the definition of Required Banks (it being understood that, with the consent of each Lenderthe Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date), (v) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement or (vi) consent to the release of Silgan, Containers or Plastics from its obligations under the Borrowers/Subsidiaries Guaranty except, in the case of Containers or Plastics, in connection with a sale of all or substantially all of the assets of, or all of the capital stock of, Containers or Plastics in a transaction permitted under this Agreement or that has been approved by the Required Banks; provided further, that no such change, waiver, discharge or termination shall (u) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), (v) without the consent of BTCo, amend, modify or waive any provision of Article 12 Section 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (w) without the consent of the Administrative Agent or the Co-Arrangers, amend, modify or waive any provision of Section 11 as same applies to the Administrative Agent or the Co-Arrangers or any other provision as same relates to the rights or obligations of any Loan Document that affects the Agents Administrative Agent or the Co-Arrangers, (x) without the written consent of the applicable Agent Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (viy) reduce without the percentage specified consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in or otherwise the case of an amendment to the definition of Majority Banks), amend the definition of Majority Lenders Banks or alter the required application of any other provision specifying prepayments or repayments (or commitment reduction), as between the number various Tranches, pursuant to Section 4.01 or percentage 4.02 (excluding Section 4.02(b) or (c)) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of Lenders any such prepayment, repayment or commitment reduction which is still required to approve be made is not altered) or consent to any action, (z) without the prior written consent of each Lenderthe Supermajority Banks of the respective Tranche, amend the definition of Supermajority Banks or reduce the amount of, or shorten or extend, any A Term Loan Scheduled Repayment or B Term Loan Scheduled Repayment, as the case may be.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders respective Credit Parties party thereto and CSSW Parentthe Required Banks; provided that no such change, waiver, discharge or termination shall, without the Borrower and, if applicable, consent of each Bank (other Guarantor than a Defaulting Bank) (as defined with Obligations of the respective types in the Guarantee and Security Agreement) case of following clause (but only if CSSW Parenti)), the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) postpone extend the final maturity of any Loan or delay Note or any portion thereof or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, without or reduce the prior written consent rate (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of each Lender affected therebyinterest or Fees for purposes of this clause (i)) or extend the time of payment of interest or Fees thereon, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without reduce the prior written consent of each Lender affected therebyprincipal amount thereof, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or under all of the Guarantors Security Documents (except as expressly provided in the respective Security Documents); provided that such release of Collateral may be effected by only the Required Banks if at the time of such release the Company's Rated Indebtedness shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer rated at least BBB- by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderS&P and Baa3 by Xxxxx'x, (iviii) amend, modify or waive any provision of this Section 13.1013.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Commitments and extensions of credit pursuant thereto are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Company of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (u) increase the Commitment of any Bank over the amount thereof then in effect (it being understood that waivers or modifications of any condition precedent, covenants, Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an 122 increase in the Commitment of such Bank), without the prior written consent of each Lendersuch Bank, (v) without the consent of each Issuing Bank affected thereby, amend, modify or waive any provision of Article Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of BTCo alter its rights or obligations with respect to Swingline Loans, (x) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of any Loan Document that affects the Agents Administrative Agent, (y) without the written consent of the applicable Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent and (z) without the consent of the respective other Agent, increase the duties of any other Agent or (vi) reduce decrease the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required indemnities provided to approve or consent to any action, without the prior written consent of each Lendersuch Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parentthe Required Banks, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any Bank (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Bank) directly affected thereby, (iii) extend the Final Maturity Date, (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitment of any Lender, without Bank over the prior written consent amount thereof then in effect (it being understood that a waiver of each Lender affected therebyany Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Bank), (iiiii) release or permit the release of all or substantially all of the Collateral or release any Subsidiary Guarantor from the Guarantors Subsidiary Guaranty (in each case except as shall be otherwise expressly provided in the Credit Documents), (iii) amend, modify or waive any Security Document provision of this Section, (iv) reduce the percentage specified in, or other Loan Document otherwise modify, the definition of Required Banks or (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement Agreement. No provision of Section 2 or any other Loan Document, 11 may be amended without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent Letter of Credit Issuer or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any actionAgent, without the prior written consent of each Lenderrespectively.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders respective Credit Parties party thereto and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Required Banks; provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): (i) postpone extend the final scheduled maturity of any Loan or delay Note or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, without or reduce the prior written consent rate or extend the time of each Lender affected therebypayment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitments of any LenderBank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment of Loans shall not constitute an increase -133- 141 of the Commitment of any Bank, without and that an increase in the prior written consent available portion of each Lender affected thereby, any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (iiiii) release all or substantially all of the Collateral or the Guarantors (except as shall be otherwise expressly provided in the respective Credit Document); (iii) amend, modify or waive any Security Document provision of this Section 13.12; (iv) reduce the percentage specified in, or other otherwise modify, the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans, Capital Expenditure Loans, Capital Expenditure Loan Document Commitments and Revolving Loan Commitments are included on the Effective Date); or (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement Agreement; provided further, that no such change, waiver, discharge or termination shall: (o) without the consent of the Supermajority Banks, amend or modify the definition of Initial Compliance Date to increase the Leverage Ratio specified therein or waive compliance with the Initial Compliance Date; or (p) increase the Commitments of any other Loan DocumentBank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment of Loans shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the consent of such Bank; or (q) without the consent of the Swingline Bank, amend, modify or waive any provision relating to the rights or obligations of the Swingline Bank or with respect to Swingline Loans (including, without limitation, the prior written obligations of the other Banks with Revolving Loan Commitments to fund Mandatory Borrowings); or (r) without the consent of each Lenderany Issuing Bank affected thereby, (iv) amend, modify or waive any provision of this Section 13.10, 2 or alter its rights or obligations with respect to Letters of Credit; or (s) without the prior written consent of each Lenderthe Agent, (v) amend, modify or waive any provision of Article Section 12 or any other provision relating to the rights or obligations of any Loan Document that affects the Agents Agent; or (t) without the written consent of the applicable Agent Collateral Agent, amend, modify or (vi) reduce the percentage specified in or otherwise amend the definition waive any provision of Majority Lenders Section 12 or any other provision specifying relating to the number rights or percentage obligations of Lenders required to approve the Collateral Agent; or consent to any action, (u) without the prior written consent of the Required A Term Facility Banks (A) amend, modify or waive (I) Sections 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage or CapEx TL Percentage to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Capital Expenditure Loans in a manner adverse to the A Term Loans or (II) the definition of Required A Term Facility Banks; or (v) without the consent of each LenderBank with outstanding A Term Loans, amend, modify, waive or defer any Scheduled A Term Loan Repayment; or (w) without the consent of the Required B Term Facility Banks (A) amend, modify or waive (I) Sections 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage or CapEx TL Percentage to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Capital Expenditure Loans in a manner adverse to the B Term Loans or (II) the definition of Required B Term Facility Banks; or (x) without the consent of each Bank with outstanding -134- 142 B Term Loans, amend, modify, waive or defer any Scheduled B Term Loan Repayment; or (y) without the consent of the Required Capital Expenditure Facility Banks (A) amend, modify or waive (I) Section 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the definitions of Term TL Percentage, B TL Percentage or CapEx TL Percentage to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Capital Expenditure Loans in a manner adverse to the Capital Expenditure Loans or (II) the definition of Required Capital Expenditure Facility Banks or the definition of Capital Expenditure Loan Conversion Date; or (z) without the consent of each Bank with outstanding Capital Expenditure Loans, amend, modify, waive or defer any Scheduled Capital Expenditure Loan Repayment.

Amendment or Waiver. (a) No Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Banks; PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected thereby): (i) extend the scheduled maturity of any Loan or Note or extend any required amortization under Section 4.02(A)(b) or extend any revolving loan commitment reduction date under Section 3.03(d) or extend the stated maturity of any Letter of Credit or Unpaid Drawing beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank); (ii) release any substantial portion of the Collateral (except as expressly provided in the relevant Credit Documents); (iii) amend, modify or waive any provision of this Agreement or any other Loan Document may be amended, supplemented, modified or waived, except by a written instrument signed by the Majority Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor Section 13.12; (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) postpone or delay the Maturity Date, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (iiiv) reduce the principal ofpercentage specified in, or otherwise modify, the rate or amount definition of interest or Call Premiums specified in Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement on, may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans of any Lender, without and Revolving Loan Commitments are included on the prior written consent of each Lender affected thereby, Effective Date); or (iiiv) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement Agreement; PROVIDED FURTHER, that no such change, waiver, discharge or any other Loan Document, termination shall: (v) without the prior written consent of each Lenderthe Swingline Bank, to amend, modify or waive any provision relating to Swingline Loans or the rights or obligations of the Swingline Bank; or (ivw) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the consent of such Bank; or (x) without the consent of the Issuing Bank, amend, modify or waive any provision of this Section 13.10, 2 or alter its rights or obligations with respect to Letters of Credit; or (y) without the prior written consent of each Lenderthe Agent, (v) amend, modify or waive any provision of Article Section 12 or any other provision relating to the rights or obligations of any Loan Document that affects the Agents Agent; or (z) without the written consent of the applicable Agent Collateral Agent, amend, modify or (vi) reduce the percentage specified in or otherwise amend the definition waive any provision of Majority Lenders Section 12 or any other provision specifying relating to the number rights or percentage obligations of Lenders required to approve or consent to any action, without the prior written consent of each Lender.Collateral Agent. 100

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Borrowers and the Majority Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Banks; provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall termination shall, without the consent of each Bank being directly affected thereby: (i) postpone extend the final scheduled maturity of any Loan or delay the Maturity Date, without the prior written consent of each Lender affected therebyany Note, or postpone reduce the rate or delay any date fixed by this Agreement or any other Loan Document for any extend the time of payment of principal, interest or other amounts due to Fees thereon (except in connection with a waiver of applicability of any Lender hereunder post-default increase in interest rates), or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal ofamount thereof, or increase (over the rate amount thereof then in effect) or amount extend the availability of interest (whether by amendment of the definition of Availability Expiry Date or Call Premiums specified in this Agreement on, otherwise) the Term Loans Commitments of any LenderBank (it being understood that a waiver of any conditions precedent, without the prior written consent covenants, Default or Event of each Lender affected thereby, (iii) release all Default shall not constitute an increase or substantially all extension of the Collateral or availability of the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower Commitment of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, Bank); (ivii) amend, modify or waive any provision of this Section 13.1013.9; (iii) reduce the percentage specified in, without or otherwise modify, the prior written definition of Majority Banks; (iv) consent to the assignment or transfer by or release of each Lender, any Obligor of any of its rights and obligations under any Credit Document; or (v) amend, modify or waive any provision in Article XI hereof or release any Guarantor from any of their respective obligations hereunder; or (vi) release all or any portion of the Collateral (as such term is defined in the Security Agreement); provided further, that no such change, waiver, discharge or termination shall: (x) without the consent of the Agents, amend, modify or waive any provision of Article 12 XII or any other provision relating to the rights or obligations of any Loan Document that affects the Agents Agents, or (y) without the written consent of the applicable Agent Joint Lead Arrangers, amend, modify or (vi) reduce waive any provision relating to the percentage specified in or otherwise amend rights of the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each Lender.Joint Lead Arrangers. Section 13.10

Amendment or Waiver. (a) No provision of Neither this Agreement or Agree ment nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders respective Credit Parties party thereto and CSSW Parentthe Required Banks or, as set forth in Section 13.12(b) hereof, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW ParentSupermajority Banks, the Borrower Supermajority Revolving Loan Banks or such Guarantor is a party thereto). Notwithstanding the foregoing provisionsRequired Term Loan Banks, PROVIDED that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written writ ten consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, or postpone reduce the rate or delay any date fixed by this Agreement or any other Loan Document for any extend the time of payment of principal, interest or other amounts due to any Lender hereunder Fees thereon, or under any other Loan Document, without reduce the prior written consent of each Lender affected therebyprincipal amount thereof, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors (except as shall be otherwise expressly provided in any the Security Document or other Loan Document or consent to Documents) under all the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any provision of Section 5 or this Section 13.1013.12, (iv) reduce the percentage specified in the definition of Required Banks, or (v) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; PROVIDED FURTHER, that no such change, waiver, discharge or termination shall (w) increase the Commitments of any Bank over the amount thereof then in effect without the prior written consent of each Lendersuch Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), (vx) without the prior written consent of BTCo, amend, modify or waive any provision of Article 12 Section 2 or any other provision alter its rights or obligations with respect to Letters of any Loan Document that affects the Agents without the written consent of the applicable Agent Credit or Swingline Loans, (viy) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each Lender.the Agent or the Co-Agent, amend, modify or waive any provision of Section 12 as same applies to the Agent or the Co-Agent or any other provision as same relates to the rights or obligations of the Agent or the Co-Agent or (z) without the prior written consent of the Collateral Agent,

Amendment or Waiver. Neither this Agreement nor any terms hereof or thereof may be changed, waived, discharged or terminated UNLESS such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Lenders, PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (aother than a Defaulting Lender) No affected thereby, (i) extend the final maturity date applicable to a Loan or a Commitment (it being understood that any waiver of the making of, or application of, any prepayment of the principal of the Loans shall not constitute an extension of such final maturity thereof), reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment shall not constitute an increase in the Commitment of any Lender), (ii) release all or any substantial portion of the Collateral (in each case except as expressly provided in the Loan Documents), (iii) change the definition of the term "Change of Control", (iv) amend, modify or waive any provision of this section 12.12, or section 11.7, 12.1, 12.4, 12.6 or 12.7(b), (v) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders or Required 80% Lenders, or change any provision of this Agreement to eliminate or otherwise reduce any other Loan Document may explicit requirement that any specified action or document be amended, supplemented, modified approved by or waived, except by a written instrument signed by the Majority Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) postpone or delay the Maturity Date, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due be satisfactory to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral Lenders, or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or (vi) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement Agreement. No provision of section 2 or any other Loan Document, 11 may be amended without the prior written consent of each Lender, (ivx) amend, modify or waive any provision Letter of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent Credit Issuer adversely affected thereby or (viy) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any actionAdministrative Agent, without the prior written consent of each Lenderrespectively.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parentthe Required Banks, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall termination shall, without the consent of each Bank (other than a Defaulting Bank) affected thereby, (i) postpone or delay extend the Maturity Date, without or reduce the prior written consent rate or extend the time of each Lender affected therebypayment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without reduce the prior written consent of each Lender affected therebyprincipal amount thereof, (ii) reduce increase the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commit ment of any LenderBank over the amount thereof then in effect (it being under stood that a waiver of any condition, without covenant, Default or Event of Default shall not constitute a change in the prior written consent terms of each Lender affected therebyany Commitment of any Bank), (iii) release or permit the release of (x) all or substantially all of the Security Agreement Collateral or (y) the Guarantors except as shall be otherwise provided in any Security Document Guaranty of Holdings or other Loan Document or consent Parent pursuant to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderSection 12, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender11.12, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders Required Banks (it being understood and agreed that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of Required Banks on substantially the same basis as the Commitments (and related extensions of credit) are included on the Effective Date), (vi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (vii) waive, change the timing or amount of, or extend any mandatory reduction in the Total Commitment. No provision of Sections 10, or any other provision specifying provisions relating to the number or percentage of Lenders required to approve or consent to any action, Administrative Agent may be modified without the prior written consent of each Lenderthe Administrative Agent.

Amendment or Waiver. (a) No provision of Except as provided in Section 12.12(b) below, neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Required Banks; provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any Bank (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Bank) affected thereby, (iii) extend any Scheduled Term Loan Repayment Date or reduce the amount of any Scheduled Term Loan Repayment or extend the final scheduled maturity of any Loan (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of (x) waiving the applicability of any post-default increase in interest rates or (y) amending or modifying defined terms used in calculating the Total Leverage Ratio) or Fees thereon, or reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitments of any LenderBank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory repayment or reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Bank), without (ii) release all or substantially all of the prior written consent of Subsidiary Guarantors from the Subsidiary Guaranty (in each Lender affected therebycase except as expressly provided in the Credit Documents), (iii) release all or substantially all of the Collateral Collateral, (iv) eliminate or reduce the Guarantors except as shall be voting rights of any Lender under this Section 12.12(b), (v) reduce the percentage specified in, or otherwise provided in any Security Document modify, the definition of Required Banks, or other Loan Document or (vi) consent to the assignment or transfer by the Borrower any Credit Party of any of its respective rights and obligations under this Agreement or any other Loan Document, Credit Document except in accordance with the terms hereof or thereof. No provision of Section 3 or 11 may be amended without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent Letter of Credit Issuer or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderAdministrative Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement nor any terms hereof or any other Loan Document thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parentthe Required Banks (or the Two Thirds Banks if such change or waiver (x) is to Section 4.02(A)(c)(i), the Borrower and(ii) and/or (iii), if applicable, each other Guarantor (y) would actually increase (as defined in opposed to waiving reductions of) any Facility or add any new facility or (z) would increase the Guarantee and Security Agreement) (but only if CSSW Parentaggregate principal amount of Indebtedness permitted to be incurred pursuant to Section 8.04 by an amount greater than 15% of the aggregate principal amount of all Indebtedness permitted under Section 8.04 as of the Restatement Effective Date), the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, PROVIDED that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any Bank (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Bank) affected thereby, (iii) extend the final maturity date applicable to a Facility (it being understood that any waiver of the making of, or application of any prepayment of or the method of application of any amortization payment or other prepayment to, the amortization of, the Loans shall not constitute an extension of such final maturity thereof), reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitment of any Lender, without Bank over the prior written consent amount thereof then in effect (it being understood that a waiver of each Lender affected therebyany Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Bank), (iiiii) release all or substantially all of the Collateral or the Guarantors (in each case except as shall be otherwise expressly provided in the Credit Documents), (iii) amend, modify or waive any Security Document provision of this Section 12.11, or other Loan Document Section 11.07, 12.01, 12.04, 12.06 or 12.07(b), (iv) reduce the percentage specified in, or otherwise modify, the definition of Required Banks or Two Thirds Banks or (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement Agreement. No provision of Section 2 or any other Loan Document, 11 may be amended without the prior written consent of each Lender, (ivx) amend, modify or waive any provision Letter of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent Credit Issuer adversely affected thereby or (viy) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any actionAdministrative Agent, without the prior written consent of each Lenderrespectively.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Required Banks; provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any Bank (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Bank) affected thereby, (iii) extend any Scheduled Loan Repayment Date, reduce the amount of any Scheduled Loan Repayment or extend the final scheduled maturity of any Loan (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitments of any LenderBank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory repayment or reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Bank), without (ii) release all or substantially all of the prior written consent of Subsidiary Guarantors from the Subsidiary Guaranty (in each Lender affected therebycase except as expressly provided in the Credit Documents), (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderCollateral, (iv) amend, modify or waive any provision of this Section, or Section 13.101.10, without the prior written consent of each Lender1.11, 4.04, 9.01, 11.07, 12.01, 12.02, 12.04, 12.06 or 12.07(b), (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in in, or otherwise amend modify, the definition of, Required Banks, or (vi) consent to the assignment or transfer by any Credit Party of Majority Lenders any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof. No provision specifying the number or percentage of Lenders required to approve or consent to any action, Section 11 may be amended without the prior written consent of each Lenderthe Administrative Agent.

Amendment or Waiver. (a) A. No provision approval, consent, amendment or waiver of this Agreement or any other Loan Document may of the Credit Documents shall be amended, supplemented, modified or waived, except by a written instrument effective unless it is in writing signed by the Majority Lenders Agent and CSSW Parentthe Required Banks; provided, however, that any such approval, consent, amendment or waiver that (a) reduces the Borrower andamount of any interest, if applicableprincipal, each fees or other Guarantor amounts owing to any Bank hereunder, including, without limitation, amounts payable under Section 4 (as defined but excluding any waiver of any increase in the Guarantee interest rate applicable to the Loans pursuant to Section 2.06(e)); (b) releases any Person (except pursuant to any Divestitures and Security Agreementas set forth in Section 8.02(ii), (iii) and (vi)) from all or any portion of its liabilities under the Subsidiary Guaranty; (c) amends any provisions of this Section 11.13; (d) reduces the percentage specified in the definition of the term "REQUIRED BANKS" or changes the definition of "PRO RATA SHARE" (it being understood that, with the consent of Required Banks, additional extensions of credit pursuant to this Agreement may be made on substantially the same basis as the extensions of the Commitments); (e) postpones the scheduled final maturity date (but only if CSSW Parent, not the Borrower date of any scheduled installment of principal) of any of the Loans or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement date on which any interest or modification shall (i) postpone or delay the Maturity Date, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by fees are payable under this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, Credit Documents; (iif) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release releases all or substantially all of the Collateral or the Guarantors (except as shall be otherwise provided set forth in Sections 8.02(i) or (ii) or 8.14, or if the sale or disposition of such Collateral is permitted under any Security Document of the Credit Documents), or other Loan Document or consent to the assignment or transfer (g) by the Borrower terms of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10Agreement requires the approval of all the Banks shall be effective only if it is in writing signed by all the Banks directly affected; provided, further, that no such approval, consent, amendment or waiver shall increase the Commitments of any Bank over the amount thereof then in effect without the prior written consent of each Lendersuch Bank (it being understood that approvals, (v) amendconsents, modify amendments or waive waivers of conditions precedent, covenants, defaults or events of default or of a mandatory prepayment or reduction in the aggregate Commitments shall not constitute an increase of the Commitment of any Bank); provided further that no amendment, modification or waiver of any provision of Article 12 this Agreement relating to Swing Line Loans or the Swing Line Commitment shall be effective without the written concurrence of the Swing Line Bank; and provided, further, that no amendment, modification or waiver of any provision of Section 10 or of any other provision of any Loan Document that affects this Agreement expressly requiring the Agents approval or concurrence of the Agent shall be effective without the written consent concurrence of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each LenderAgent.

Amendment or Waiver. (a) No provision of Neither this Credit Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parentthe Required Lenders, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (iii) reduce extend the principal offinal scheduled maturity of any Revolving Loan or Revolving Note (it being understood that any waiver of the application of any prepayment or the method of application of any prepayment to the Revolving Loans or any mandatory reduction to the Total Commitments shall not constitute an extension of the final maturity date of such Revolving Loans), or reduce the rate or amount extend the time of payment of interest or Call Premiums specified Fees thereon, or reduce the amount thereof, or increase the Commitment of any Lender over the amount thereof then in this Agreement oneffect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments, or mandatory prepayment, shall not constitute a change in the Term Loans terms of any Commitment of any Lender, without the prior written consent of each Lender affected thereby), (iiiii) release all or substantially all of the Collateral or the Guarantors guaranties (except as shall be otherwise expressly provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderCredit Documents), (iviii) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each LenderSection, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (viiv) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or Required Lenders, (v) consent to the assignment or transfer by any actionCredit Party of any of its rights and obligations under any Credit Document, or (vi) amend the order of the application of payments set forth in Section 2.6(d); and provided, further, that no such change or waiver shall, without the prior written consent of the Supermajority Lenders, increase the percentages set forth in Section 2.2 for calculation of the Borrowing Base. No provision of Article 3, 10 or 11 may be amended without the consent of each LenderIssuing Bank or the Agent, respectively.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parentthe Required Banks, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any Bank (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Bank) affected thereby, (iii) extend the Maturity Date (it being understood that any waiver of the application of any prepayment of the Loans or the method of application of any prepayment to the Scheduled Commitment Reductions, shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal ofamount thereof, or (ii) increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitment of any LenderBank over the amount thereof then in effect (it being understood that a waiver of any condition, without covenant, Default or Event of Default shall not constitute a change in the prior written consent terms of each Lender affected therebyany Commitment of any Bank), (iii) release all or substantially all permit the release of (x) any Mortgaged Rig from the Lien of the Collateral respective Security Documents or (y) the Guaranty of Holdings pursuant to Section 13 or the Guarantors except Guaranty of any Subsidiary Guarantor so long as shall be otherwise such Subsidiary Guarantor continues to own any Mortgaged Rig (except, in the case of both (x) and (y) above, as expressly provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderCredit Documents), (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender12.12, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders Required Banks (it being understood and agreed that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of Required Banks on substantially the same basis as the Commitments (and related extensions of credit) are included on the Restatement Effective Date), (vi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (vii) waive, change the timing or amount of, or extend any mandatory reduction in the Total Commitment including, without limitation, a Scheduled Commitment Reduction. No provision of Sections 2 or 11, or any other provision specifying provisions relating to the number Letter of Credit Issuer or percentage of Lenders required to approve or consent to any action, the Administrative Agent may be modified without the prior written consent of each Lenderthe Administrative Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement or any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Majority Lenders Lenders; and CSSW Parentunless, if such change, waiver, discharge or termination would have a Material Adverse Effect (as determined by the Borrower and the Administrative Agent), the Borrower andRating Agency Condition is met; provided, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected therebythereby in the case of the following clause (i)), (i) extend any time fixed for the payment of any principal of the Loans (other than as provided in Section 2.3), or postpone reduce the rate or delay any date fixed by this Agreement or any other Loan Document for any extend the time of payment of principalinterest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, interest or other amounts due to any Lender hereunder reduce the principal amount thereof, or under any other Loan Document, without change the prior written consent currency of each Lender affected therebypayment thereof, (ii) reduce release all or a substantial portion of the principal of, or Collateral (in each case except as expressly provided in the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected therebyCredit Documents), (iii) release all amend, modify or substantially all waive any provision of Section 9.6 or this subsection 9.12(a), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Collateral or Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the Guarantors except determination of the Required Lenders on substantially the same basis as shall be otherwise provided in any Security Document or other Loan Document or the extensions of Commitments are included on the Closing Date), (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender(except as permitted by Section 6.2.7), (ivvi) waive any mandatory prepayment of Loans required pursuant to subsection 3.3.1(b) or (vii) amend, modify or waive any provision of this Section 13.109.20; provided, further, that no such change, waiver, discharge or termination shall (x) increase the Commitments or (except as permitted hereunder) change the ratable share of the Commitments of any Lender over the amount thereof then in effect without the prior written consent of each such Lender (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (vy) without the consent of the applicable Swingline Lender, amend, modify or waive any provision of this Agreement which relates to the rights or obligations of such Swingline Lender in its capacity as Swingline Lender or (z) without the consent of the Administrative Agent amend, modify or waive any provision of Article 12 VIII as the same applies to the Administrative Agent, or any other provision as it relates to the rights or obligations of the Administrative Agent. In addition, any proposed change, waiver, discharge or termination of any Loan Document that affects the Agents without the written consent provisions of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders this Agreement or any other provision specifying Credit Document that would materially adversely affect any CP Conduit shall, to the number extent the program documents of such CP Conduit so require (as notified to the Borrower and the Administrative Agent by such CP Conduit), be subject to rating confirmation of such CP Conduit's commercial paper notes by each of Fitch, Xxxxx'x and S&P to the extent it is then rating such commercial paper notes; provided, that to the extent any such rating confirmation that is so required is not obtained, such CP Conduit shall be deemed to be a non-consenting Lender for purposes of subsection 9.12(b) and (c). Any such waiver and any such amendment, supplement or percentage modification shall apply equally to each of the Lenders required and shall be binding upon the Borrower, the Lenders, the Administrative Agent and all future holders of the Loans and the Lender Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to approve or consent their former positions and rights hereunder and under the other Credit Documents, and any Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any actionsubsequent or other Default, without the prior written consent of each Lenderor impair any right consequent thereon.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan ------------------- Document nor any terms hereof or thereof may be amended, supplementedchanged, modified or waived, except by a written instrument discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing signed by the Majority Lenders respective parties thereto and CSSW Parentthe Required Lenders; provided, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and that no such amendment, supplement change, waiver, discharge or modification shall (i) postpone or delay the Maturity Date-------- termination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender: (i) extend the final scheduled maturity of any Loan or Note beyond the relevant Maturity Date, or reduce the rate or extend the time of payment of interest thereon (ivexcept in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof; (ii) amend, modify or waive any provision of this Section 13.1012.12; (iii) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or (iv) consent to the assignment or transfer by the Borrower or (except as permitted hereby) any of its Subsidiaries of any of their rights and obligations under this Agreement; provided further, that no such change, waiver, -------- ------- discharge or termination shall: (w) without the prior written consent of each Lenderthe Agent, (v) amend, modify or waive any provision of Article 12 Section 9 or any other provision relating to the rights or obligations of any Loan Document that affects the Agents Agent; or (x) without the written consent of the applicable Agent Required Lenders, alter the required application of any prepayments or repayments pursuant to Section 2.02. The Borrower and the Lenders hereby agree for the benefit of the holders of Senior Debt that no amendment of, supplement of, modification to or waiver under any provision of this Agreement or any Notes will be entered into or effected (x) with respect to Section 11 or (viy) reduce with respect to any other provisions, if the percentage specified in or otherwise amend same would be adverse to the definition holders of Majority Lenders Senior Debt (or any other provision specifying the number or percentage of Lenders required to approve or consent to any actionthem), without the prior written consent of each Lenderthe required Banks under the Senior Credit Agreement.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document (other than the Security Documents, as set forth below) nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower and the Majority Lenders and CSSW ParentRequired Lenders, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender directly affected thereby, (iii) extend the required payment date of a reimbursement obligation in respect of any Letter of Credit, or extend the Commitment Expiration Date, or extend the stated expiration date of any Letter of Credit beyond the date occurring one year after the Commitment Expiration Date, or reduce the principal ofamount of any Unpaid Drawing, or reduce the amount or extend the time of payment of any Fee (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 11.07(a) shall not constitute a reduction in the rate or amount of interest or Call Premiums specified reduction in the amount of Fees for purposes of this Agreement onclause (i)), (ii) except as set forth in Section 1.14, increase the Term Loans Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Lender, without the prior written consent of each Lender affected thereby), (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.1011.11 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments on the Effective Date), (iv) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders (it being understood that (A) the Additional Commitments and (B) with the consent of the Required Lenders, other additional extensions of credit pursuant to this Agreement, in each case, may be included in the determination of the Required Lenders on substantially the same basis as the Commitments are included on the Effective Date), (v) release the Parent Borrower from its obligations under the Parent Borrower Guaranty, or (vi) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement (except pursuant to a transaction expressly permitted under Section 7.02(a)(i)); provided further, that no such change, waiver, discharge or termination shall release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) from the Liens under all of the Security Documents without the prior written consent of each Lender. No Security Document may be changed, (v) amendwaived, modify discharged or waive any terminated unless each such change, waiver, discharge or termination is in writing signed by each Borrower and the Required Lenders. No provision of Article 12 Section 10 or any other provision in any Credit Document relating to the rights and/or obligations of any Loan Document that affects the Agents Administrative Agent, the Collateral Agent or the Custodian may be amended without the written consent of the applicable Administrative Agent, the Collateral Agent or (vi) reduce the percentage specified in or otherwise amend Custodian, as the definition case may be. No provision of Majority Lenders Section 1 or any other provision specifying in any Credit Document relating to the number rights and/or obligations of the Issuing Agent or percentage of Lenders required to approve or consent to any action, the applicable Issuing Lender may be amended without the prior written consent of each the Issuing Agent or the applicable Issuing Lender, as the case may be.

Amendment or Waiver. (a) No provision of Except as provided in Section 12.12(b) below, neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Required Banks; PROVIDED that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any Bank (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Bank) affected thereby, (iii) extend any Scheduled Revolving Loan Commitment Reduction Date, any Scheduled TLA Repayment Date, any Scheduled TLB Repayment Date or reduce the amount of any Scheduled Revolving Loan Commitment Reduction, any Scheduled TLA Repayment or Scheduled TLB Repayment (or any mandatory repayment arising as a result of any such Scheduled Revolving Loan Commitment Reduction) or extend the final scheduled maturity of any Loan (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitments of any LenderBank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory repayment or reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Bank), without (ii) release all or substantially all of the prior written consent of Subsidiary Guarantors from the Subsidiary Guaranty (in each Lender affected therebycase except as expressly provided in the Credit Documents), (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderCollateral, (iv) amend, modify or waive any provision of this Section, or Section 13.101.10, without the prior written consent of each Lender1.11, 2.06, 4.04, 9.01, 11.07, 12.01, 12.02, 12.04, 12.06 or 12.07(b), (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in in, or otherwise amend modify, the definition of, Required Banks, or (vi) consent to the assignment or transfer by any Credit Party of Majority Lenders any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof or thereof. No provision specifying the number of Section 2 or percentage of Lenders required to approve or consent to any action, 11 may be amended without the prior written consent of each Lenderthe Letter of Credit Issuer or the Administrative Agent.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrowers and CSSW Parentthe Required Banks, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification termination shall (iA) postpone or delay the Maturity Date, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any Bank (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Bank) affected thereby, (iii) extend the Maturity Date (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commit- ment of any LenderBank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default, without or of a mandatory reduction in the prior written consent Total Commitment, shall not constitute a change in the terms of each Lender affected therebyany Commitment of any Bank), (iiiii) release or permit the release of all or substantially all of the Collateral or the Guarantors except as shall be otherwise expressly provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderCredit Documents, (iviii) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender12.12, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (viiv) reduce the percentage specified in in, or otherwise amend modify, the definition of Majority Lenders Required Banks (it being understood that to the extent the Required Banks -97- -89- have consented to the inclusion under this Agreement of one or any other provision specifying more additional credit facilities, such additional credit facilities shall be included in determining the number Required Banks on substantially the same basis as the Facilities are included in such determination) or percentage of Lenders required to approve or (v) consent to the assignment or transfer by a Borrower of any actionof its rights and obligations under this Agreement, (B) without the prior written consent of each Lenderthe Super Majority Banks, be made to Section 4.02(A)(b) or the definition of Super Majority Banks and (C) without the consent of the Plan Majority Banks, be made to Section 8.08(b) or the definition of Plan Majority Banks. No provision of Section 11 may be amended without the consent of an Agent affected thereby and no provision of Section 2 may be amended without the consent of the Letter of Credit Issuer.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Document nor any terms hereof or thereof may be amended, supplementedchanged, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders respective Obligors party thereto and CSSW Parentthe Required Holders, and unless an executed copy thereof has been provided to and acknowledged in writing by the Borrower Collateral Agent (and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parentcase of any other Document, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no subject to any other requirements applicable to such amendment, supplement change, waiver, discharge or modification shall (i) postpone termination set forth in such Document; PROVIDED, HOWEVER, that no such change, waiver, discharge or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender Holder directly affected thereby, (iia) reduce extend the principal Maturity Date (any waiver of any prepayment of, or the method of application of any prepayment of, the Notes shall not constitute any such extension), or reduce the rate or amount extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon, or Call Premiums reduce the principal amount thereof, (b) amend, modify or waive any provision of this Section 14.4, (c) reduce the percentage specified in this Agreement onin, or otherwise modify, the Term Loans definition of any Lender, without the prior written consent of each Lender affected thereby"Required Holders" or "Demand Holders", (iiid) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement, (e) establish any new obligations for any Holder not relating to the subject matter of the Agreement or any other Loan Document(f) release all or substantially all the collateral or guarantees with respect to the Obligations; PROVIDED, FURTHER, HOWEVER, that no change, waiver, discharge or termination that alters the rights, immunities or duties of the Collateral Agent shall take effect without its express written consent. Notwithstanding anything to the prior written consent contrary in this Agreement, all Holders of each Lender, (iv) amend, modify or waive any provision Notes shall be deemed to be third-party beneficiaries of all of the provisions of this Section 13.10Agreement that relate to Holders of Notes, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent including but not limited to any actionprovisions that may only be waived or consented to by the "Requisite Holders", without or that may be initiated only by the prior written consent "Demand Holders", with such groups being determined for all purposes of each Lenderthis Agreement with regard to all Holders of Notes, whether issued pursuant to this Agreement, the Symphony Exchange Agreement, or otherwise.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrowers and CSSW Parentthe Required Banks, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification termination shall (iA) postpone or delay the Maturity Date, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any Bank (other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender than a Defaulting Bank) affected thereby, (iii) extend the Maturity Date (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commit- ment of any LenderBank over the amount thereof then in effect (it being understood -148- -90- that a waiver of any Default or Event of Default, without or of a mandatory reduction in the prior written consent Total Commitment, shall not constitute a change in the terms of each Lender affected therebyany Commitment of any Bank), (iiiii) release or permit the release of all or substantially all of the Collateral or the Guarantors except as shall be otherwise expressly provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each LenderCredit Documents, (iviii) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender12.12, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (viiv) reduce the percentage specified in in, or otherwise amend modify, the definition of Majority Lenders Required Banks (it being understood that to the extent the Required Banks have consented to the inclusion under this Agreement of one or any other provision specifying more additional credit facilities, such additional credit facilities shall be included in determining the number Required Banks on substantially the same basis as the Facilities are included in such determination) or percentage of Lenders required to approve or (v) consent to the assignment or transfer by a Borrower of any actionof its rights and obligations under this Agreement, (B) without the prior written consent of each Lenderthe Super Majority Banks, be made to Section 4.02(A)(b) or the definition of Super Majority Banks and (C) without the consent of the Plan Majority Banks, be made to Section 8.08(b) or the definition of Plan Majority Banks. No provision of Section 11 may be amended without the consent of an Agent affected thereby and no provision of Section 2 may be amended without the consent of the Letter of Credit Issuer.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by each Borrower and the Majority Lenders and CSSW ParentRequired Banks, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender Bank affected thereby, (iii) reduce extend the principal offinal scheduled maturity of any Unpaid Drawing, Loan or Note (it being understood that any waiver of an installment on, the application of any prepayment or the method of application of any prepayment to the amortization of the Loans shall not constitute an extension of the final scheduled maturity date), or reduce the rate or amount extend the time of payment of interest or Call Premiums specified in this Agreement on, (other than as a result of waiving the Term Loans applicability of any Lenderpost-default increase in interest rates) thereon or Fees, without or reduce the prior written consent of each Lender affected therebyamount thereof, (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (ivii) amend, modify or waive any provision of this Section 13.10Section, (iii) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as an extension of Loans, Letters of Credit and Commitments are included on the Restatement Effective Date), or (iv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under any Credit Document (except as expressly provided herein or therein); provided further, that no such change, waiver, discharge or termination shall (w) increase the Commitment of any Bank over the amount thereof then in effect without the prior written consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), (x) without the consent of each LenderLetter of Credit Issuer, (v) amend, modify or waive any provision of Article 12 Section 2 or alter its rights or obligations with respect to Letters of Credit or (y) without the consent of the Administrative Agent or the Syndication Agents, respectively, amend, modify or waive any provision of Section 11 as same applies to such Administrative Agent, or Syndication Agents, as the case may be, or any other provision as same relates to the rights or obligations of any Loan Document that affects the Agents without the written consent of the applicable such Administrative Agent or (vi) reduce Syndication Agents, as the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each Lendercase may be.

Amendment or Waiver. (a) No provision of Neither this Agreement or nor any other Loan Credit Document nor any terms hereof or thereof may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders Borrower and CSSW Parentthe Required Banks, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall (i) postpone or delay the Maturity Datetermination shall, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender Bank affected thereby, (iii) extend the scheduled final maturity of any Loan or Note, extend the required payment date any Unpaid Drawing or extend the stated expiration date of any Letter of Credit beyond the Maturity Date or reduce the rate or extend the time of payment of interest thereon or Fees or reduce the principal ofamount thereof, or (ii) increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Commitment of any Lender, without Bank over the prior written consent amount thereof then in effect (it being understood that a waiver of each Lender affected therebyany Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Bank), (iii) release all amend, modify or substantially all waive any provision of this Section 11.12, (iv) reduce any percentage specified in, or otherwise modify, the Collateral definition of Required Banks, (v) change Section 11.06 in a manner that would alter the pro rata sharing of payments required thereby or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or (vi) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement, and provided that the Total Commitment under this Agreement or any other Loan Document, may be increased in accordance with the provisions of Section 1.13 without the prior written consent of each Lender, (iv) amend, modify or waive any Bank save as provided in that Section. No provision of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 1A or any other provision relating to the rights and/or obligations of any Loan Document that affects the Agents Issuing Bank may be amended without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition each affected Issuing Bank. No provision of Majority Lenders Section 10 or any other provision specifying relating to the number or percentage rights and/or obligations of Lenders required to approve or consent to any action, the Administrative Agent may be amended without the prior written consent of each Lenderthe Administrative Agent.

Amendment or Waiver. (a) No provision Neither this Agreement nor any other Credit Document nor any terms of this Agreement or any of such other Loan Credit Document may be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders respective Credit Parties party to such Credit Document and CSSW Parentthe Required Banks, or by such Credit Party and the Borrower and, if applicable, each other Guarantor (as defined in Administrative and Collateral Agent acting with the Guarantee and Security Agreement) (but only if CSSW Parent, consent of the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, Required Banks; provided that no such waiver and no such amendmentchange, supplement waiver, discharge or modification shall termination shall, without the consent of each Bank: (i) postpone or delay extend the Final Maturity Date, without extend the prior written consent stated maturity of each Lender affected therebyany Letter of Credit beyond the Final Maturity Date, extend the date of payment for any reimbursement following any draw upon any Letter of Credit or reduce the rate or extend the time of payment of interest or Fees, payments, or postpone Letter of Credit reimbursement thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal ofamount thereof, or increase the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans Revolving Loan Commitments of any Lender, without Bank over the prior written consent amount thereof then in effect (it being understood that a waiver of each Lender affected thereby, (iii) release all any Default or substantially all Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Revolving Loan Document or consent to the assignment or transfer by the Borrower Commitment of any Bank, and that an increase in the available portion of its respective obligations under this Agreement or any other Revolving Loan Document, without Commitment of any Bank shall not constitute an increase in the prior written consent Revolving Loan Commitment of each Lender, such Bank); (ivii) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender, 13.13; (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (viiii) reduce the percentage specified in in, or otherwise amend modify, the definition of Majority Lenders Required Banks; or any other provision specifying the number or percentage of Lenders required to approve or (iv) consent to the assignment, release or transfer by any action, without the prior written consent Borrower or Guarantor of each Lender.any of its

Amendment or Waiver. (a) No provision of this This Agreement or and any other Loan Document terms hereof may not be amendedchanged, supplemented, modified or waived, except by a written instrument discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Majority Lenders and CSSW ParentAdministrative Agent, the Borrower and, if applicable, each other Guarantor and Lenders having more than 50% of the Commitment Percentage (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto"Required Lenders"). Notwithstanding the foregoing provisions, no Any such waiver and no any such amendment, supplement or modification shall be binding upon the Borrower, the Lender, the Administrative Agent and all future holders of the Loans and the Note. In the case of any waiver, the Borrower, the Lender and the Administrative Agent shall be restored to their former position and rights hereunder, and any Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default, or impair any right consequent thereon. (b) Notwithstanding the provisions of Section 9.10(a), the written consent of Lenders having 100% of the Commitment Percentage shall be required for any amendment, modification or waiver that will (i) postpone or delay extend any time fixed for the Maturity Date, without payment of any principal of the prior written consent of each Lender affected therebyLoans, or postpone reduce the rate or delay any date fixed by this Agreement or any other Loan Document for any extend the time of payment of principalinterest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, interest or other amounts due to any Lender hereunder reduce the principal amount thereof, or under any other Loan Document, without change the prior written consent currency of each Lender affected therebypayment thereof, (ii) reduce release all or a substantial portion of the principal of, or Collateral (in each case except as expressly provided in the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected therebyCredit Documents), (iii) release all amend, modify or substantially all waive any provision of this Section 9.10(a), (iv) reduce the Collateral or percentage specified in the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or definition of Required Lenders, (v) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under this Agreement (except as permitted by Section 6.2.7) or any other Loan Document, without the prior written consent of each Lender, (ivvi) amend, modify or waive any provision of this Section 13.109.16; provided, further, that no such change, waiver, discharge or termination shall increase the Commitment without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent Lenders having 100% of the applicable Agent Commitment Percentage (it being understood that waivers or modifications (viotherwise permitted hereunder) reduce of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the percentage specified in or otherwise amend Commitment of the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each Lender). Section 9.11.