Common use of Amendments, Guaranty Supplements, Etc Clause in Contracts

Amendments, Guaranty Supplements, Etc. No amendment or waiver of any provision of this Guaranty and no consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Company, the Guarantors and the Required Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Beneficiaries, (a) reduce or limit the obligations of the Guarantor hereunder, release the Guarantor hereunder or otherwise limit the Guarantor’s liability with respect to the Obligations owing to the Beneficiaries under or in respect of the Credit Documents, (b) postpone any date fixed for payment hereunder or (c) change the number of Beneficiaries or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Tender Advances or (z) the aggregate available amount of the Letter of Credit that, in each case, shall be required for the Beneficiaries or any of them to take any action hereunder; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under this Guaranty; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, the Fronting Bank, shall be effective unless agreed to in writing by the Fronting Bank; and provided, further, that this Guaranty may be amended and restated without the consent of any Beneficiary if, upon giving effect to such amendment and restatement, such Beneficiary shall no longer be a Beneficiary of this Guaranty (as so amended and restated) or have any obligation hereunder and shall have been paid in full all amounts payable hereunder to such Beneficiary.

Amendments, Guaranty Supplements, Etc. No amendment or waiver of any provision of this Guaranty and no consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Company, the Guarantors and the Required BanksMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Beneficiaries, (a) reduce or limit the obligations of the Guarantor hereunder, release the Guarantor hereunder or otherwise limit the Guarantor’s liability with respect to the Obligations owing to the Beneficiaries under or in respect of the Credit Loan Documents, (b) postpone any date fixed for payment hereunder or (c) change the number of Beneficiaries or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Tender Advances or (z) the aggregate available amount of the Letter outstanding Letters of Credit that, in each case, shall be required for the Beneficiaries or any of them to take any action hereunder; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Guaranty; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, the any Fronting Bank, shall be effective unless agreed to in writing by the such Fronting Bank; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Swing Line Lender, shall be effective unless agreed to in writing by such Swing Line Lender; and provided, further, that this Guaranty may be amended and restated without the consent of any Beneficiary if, upon giving effect to such amendment and restatement, such Beneficiary shall no longer be a Beneficiary of this Guaranty (as so amended and restated) or have any obligation hereunder and shall have been paid in full all amounts payable hereunder to such Beneficiary.

Amendments, Guaranty Supplements, Etc. (a) No amendment or waiver of any provision of this Guaranty and no consent to any departure by the any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Company, the Guarantors Agent and the Required BanksLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the BeneficiariesSecured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of the any Guarantor hereunder, release the any Guarantor hereunder or otherwise limit the any Guarantor’s liability with respect to the Obligations owing to the Beneficiaries Secured Parties under or in respect of the Credit DocumentsLoan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Beneficiaries Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Tender Advances Loans or (z) the aggregate available amount Available Amount of the Letter outstanding Letters of Credit that, in each case, shall be required for the Beneficiaries Secured Parties or any of them to take any action hereunder. Upon the sale of a Guarantor to the extent permitted in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released from this Guaranty; and provided, further, provided that no amendment, waiver or consent shallsuch release shall occur if such Guarantor is a guarantor in respect of any Specified Junior Financing Obligations, unless in writing such Guarantor is released from its obligations with respect to such Specified Junior Financing Obligations. The Administrative Agent will, at such Guarantor’s expense, execute and signed by deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of such Guarantor from its Guarantee hereunder pursuant to this Section 8; provided that such Guarantor shall have delivered to the Administrative Agent in addition a written request therefor and a certificate of such Guarantor to the Banks required above to take such action, affect effect that the rights or duties of transaction is in compliance with the Loan Documents. The Administrative Agent under this Guaranty; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, the Fronting Bank, shall be effective unless agreed authorized to in writing by the Fronting Bank; and provided, further, that this Guaranty may be amended and restated rely on any such certificate without the consent of any Beneficiary if, upon giving effect to such amendment and restatement, such Beneficiary shall no longer be a Beneficiary of this Guaranty (as so amended and restated) or have any obligation hereunder and shall have been paid in full all amounts payable hereunder to such Beneficiary.independent investigation. Foreign Guaranty

Amendments, Guaranty Supplements, Etc. (a) No amendment or waiver of any provision of this Guaranty and no consent to any departure by the any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Company, the Guarantors Agent and the Required BanksLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the BeneficiariesSecured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of the any Guarantor hereunder, release the any Guarantor hereunder or otherwise limit the any Guarantor’s liability with respect to the Obligations owing to the Beneficiaries Secured Parties under or in respect of the Credit DocumentsLoan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Beneficiaries Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Tender Advances Loans or (z) the aggregate available amount Available Amount of the Letter outstanding Letters of Credit that, in each case, shall be required for the Beneficiaries Secured Parties or any of them to take any action hereunder. Upon the sale of a Guarantor to the extent permitted in accordance with the terms of the Loan Documents, such Guarantor (other than the BV Borrower) shall be automatically released from this Guaranty; and provided, further, provided that no amendment, waiver or consent shallsuch release shall occur if such Guarantor is a guarantor in respect of any Specified Junior Financing Obligations, unless in writing such Guarantor is released from its obligations with respect to such Specified Junior Financing Obligations. The Administrative Agent will, at such Guarantor’s expense, execute and signed by deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of such Guarantor from its Guarantee hereunder pursuant to this Section 8; provided that such Guarantor shall have delivered to the Administrative Agent in addition a written request therefor and a certificate of such Guarantor to the Banks required above to take such action, affect effect that the rights or duties of transaction is in compliance with the Loan Documents. The Administrative Agent under this Guaranty; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, the Fronting Bank, shall be effective unless agreed authorized to in writing by the Fronting Bank; and provided, further, that this Guaranty may be amended and restated rely on any such certificate without the consent of any Beneficiary if, upon giving effect to such amendment and restatement, such Beneficiary shall no longer be a Beneficiary of this Guaranty (as so amended and restated) or have any obligation hereunder and shall have been paid in full all amounts payable hereunder to such Beneficiaryindependent investigation.

Amendments, Guaranty Supplements, Etc. (a) No amendment or waiver of any provision of this Guaranty and no consent to any departure by the any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Collateral Agent, the Company, Required Lenders and the Guarantors and the Required Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the BeneficiariesSecured Parties (other than any Lender that is, at such time, a Defaulting Lender), (ai) reduce or limit the obligations of the any Guarantor hereunder, release the any Guarantor hereunder or otherwise limit the any Guarantor’s liability with respect to the Second Lien Obligations owing to the Beneficiaries Secured Parties under or in respect of the Credit DocumentsLoan Documents except as provided in the next succeeding sentence, (bii) postpone any date fixed for payment hereunder or (ciii) change the number any provision of Beneficiaries or the percentage of this Section 8. Upon (x) a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the CommitmentsLoan Documents, or (y) the aggregate unpaid principal amount release of a Guarantor as an ABL Guarantor and a First Lien Guarantor in connection with any exercise of remedies under the ABL Credit Agreement and the First Lien Credit Agreement (so long as, in the case of this clause (y), such release is not made in connection with the payment in full and termination of the Tender Advances or (z) ABL Loans and the aggregate available amount of First Lien Loans at any time that the Letter of Credit thatTerm Facility remains outstanding), in each case, such Guarantor shall be required for the Beneficiaries or any of them to take any action hereunder; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under automatically released from this Guaranty; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, the Fronting Bank, shall be effective unless agreed to in writing by the Fronting Bank; and provided, further, that this Guaranty may be amended and restated without the consent of any Beneficiary if, upon giving effect to such amendment and restatement, such Beneficiary shall no longer be a Beneficiary of this Guaranty (as so amended and restated) or have any obligation hereunder and shall have been paid in full all amounts payable hereunder to such Beneficiary.

Amendments, Guaranty Supplements, Etc. (a) No amendment or waiver of any provision of this Guaranty and no consent to any departure by the any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Company, the Guarantors Agent and the Required BanksLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the BeneficiariesSecured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of the any Guarantor hereunder, release the any Guarantor hereunder or otherwise limit the any Guarantor’s liability with respect to the Obligations owing to the Beneficiaries Secured Parties under or in respect of the Credit DocumentsLoan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Beneficiaries Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Tender Advances Loans or (z) the aggregate available amount Available Amount of the Letter outstanding Letters of Credit that, in each case, shall be required for the Beneficiaries Secured Parties or any of them to take any action hereunder. Upon the sale of a Guarantor to the extent permitted in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released from this Guaranty; and provided, further, provided that no amendment, waiver or consent shallsuch release shall occur if such Guarantor is a guarantor in respect of any Specified Foreign Guarantee NYDOCS01/1267209 Junior Financing Obligations, unless in writing such Guarantor is released from its obligations with respect to such Specified Junior Financing Obligations. The Administrative Agent will, at such Guarantor’s expense, execute and signed by deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of such Guarantor from its Guarantee hereunder pursuant to this Section 8; provided that such Guarantor shall have delivered to the Administrative Agent in addition a written request therefor and a certificate of such Guarantor to the Banks required above to take such action, affect effect that the rights or duties of transaction is in compliance with the Loan Documents. The Administrative Agent under this Guaranty; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, the Fronting Bank, shall be effective unless agreed authorized to in writing by the Fronting Bank; and provided, further, that this Guaranty may be amended and restated rely on any such certificate without the consent of any Beneficiary if, upon giving effect to such amendment and restatement, such Beneficiary shall no longer be a Beneficiary of this Guaranty (as so amended and restated) or have any obligation hereunder and shall have been paid in full all amounts payable hereunder to such Beneficiaryindependent investigation.

Amendments, Guaranty Supplements, Etc. d) No amendment or waiver of any provision of this Guaranty and no consent to any departure by the any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Company, the Guarantors Agent and the Required BanksLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the BeneficiariesGuaranteed Parties, (a) reduce or limit the obligations of the any Guarantor hereunder, release the any Guarantor hereunder or otherwise limit the any Guarantor’s liability with respect to the Obligations obligations owing to the Beneficiaries Guaranteed Parties under or in respect of the Credit DocumentsLoan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Beneficiaries Guaranteed Parties or the percentage of (x) the Commitments, Commitments or (y) the aggregate unpaid principal amount of the Tender Advances or (z) the aggregate available amount of the Letter of Credit that, in each case, shall be required for the Beneficiaries Guaranteed Parties or any of them to take any action hereunder; . Upon the occurrence of the Subsidiary Guaranty Release Date, this Guaranty shall terminate and providedbe of no further force and effect and, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition prior to the Banks required above Subsidiary Guaranty Release Date, upon the sale of a Guarantor to take such action, affect the rights or duties extent permitted in accordance with the terms of the Administrative Agent under Loan Documents, such Guarantor shall be automatically released from this Guaranty; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, the Fronting Bank, shall be effective unless agreed to in writing by the Fronting Bank; and provided, further, that this Guaranty may be amended and restated without the consent of any Beneficiary if, upon giving effect to such amendment and restatement, such Beneficiary shall no longer be a Beneficiary of this Guaranty (as so amended and restated) or have any obligation hereunder and shall have been paid in full all amounts payable hereunder to such Beneficiary.

Amendments, Guaranty Supplements, Etc. (a) No amendment or waiver of any provision of this Guaranty and no consent to any departure by the any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Company, the Guarantors Agent and the Required BanksLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the BeneficiariesSecured Parties (other than any Lender Party that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of the any Guarantor hereunder, release the any Guarantor hereunder or otherwise limit the any Guarantor’s 's liability with respect to the Obligations owing to the Beneficiaries Secured Parties under or in respect of the Loan Documents except (x) as provided in Section 15 hereof, (y) pursuant to a merger permitted under Section 5.02(e) of the Credit DocumentsAgreement or (z) in connection with the sale of such Guarantor permitted pursuant to Section 5.02(f) of the Credit Agreement or a waiver of such Section 5.02 of the Credit Agreement effected with the consent of the Required Lenders, (b) postpone any date fixed for payment hereunder or (c) change the number of Beneficiaries Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Tender Advances or (z) the aggregate available amount Available Amount of the Letter outstanding Letters of Credit that, in each case, shall be required for the Beneficiaries Secured Parties or any of them to take any action hereunder; and providedprovided further, furtherhowever, that no Subsidiary Guaranty amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Guaranty; and provided, further, that no amendment, waiver Guaranty or consent that would adversely affect the rights of, or increase the obligations of, the Fronting Bank, shall be effective unless agreed to in writing by the Fronting Bank; and provided, further, that this Guaranty may be amended and restated without the consent of any Beneficiary if, upon giving effect to such amendment and restatement, such Beneficiary shall no longer be a Beneficiary of this Guaranty (as so amended and restated) or have any obligation hereunder and shall have been paid in full all amounts payable hereunder to such Beneficiaryother Loan Documents.

Amendments, Guaranty Supplements, Etc. (a) No amendment or waiver of any provision of this Guaranty and no consent to any departure by the any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Company, the Guarantors Agent and the Required BanksLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the BeneficiariesSecured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of the any Guarantor hereunder, release the any Guarantor hereunder or otherwise limit the any Guarantor’s liability with respect to the Obligations owing to the Beneficiaries Secured Parties under or in respect of the Credit DocumentsLoan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Beneficiaries Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Tender Advances Loans or (z) the aggregate available amount Available Amount of the Letter outstanding Letters of Credit that, in each case, shall be required for the Beneficiaries Secured Parties or any of them to take any action hereunder. Upon the sale of a Guarantor to the extent permitted in accordance with the terms of the Loan Documents, such Guarantor (other than the Foreign Guarantor in its capacity as a Borrower under the Credit Agreement) shall be automatically released from this Guaranty; and provided, further, provided that no amendment, waiver or consent shallsuch release shall occur if such Guarantor is a guarantor in respect of any Specified Junior Financing Obligations, unless in writing such Guarantor is released from its obligations with respect to such Specified Junior Financing Obligations. The Administrative Agent will, at such Guarantor’s expense, execute and signed by deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of such Guarantor from its Guarantee hereunder pursuant to this Section 8; provided that such Guarantor shall have delivered to the Administrative Agent in addition a written Foreign Guaranty request therefor and a certificate of such Guarantor to the Banks required above to take such action, affect effect that the rights or duties of transaction is in compliance with the Loan Documents. The Administrative Agent under this Guaranty; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, the Fronting Bank, shall be effective unless agreed authorized to in writing by the Fronting Bank; and provided, further, that this Guaranty may be amended and restated rely on any such certificate without the consent of any Beneficiary if, upon giving effect to such amendment and restatement, such Beneficiary shall no longer be a Beneficiary of this Guaranty (as so amended and restated) or have any obligation hereunder and shall have been paid in full all amounts payable hereunder to such Beneficiaryindependent investigation.

Amendments, Guaranty Supplements, Etc. (a) No amendment or waiver of any provision of this Guaranty and no consent to any departure by the any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Company, the Guarantors Agent and the Required BanksLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the BeneficiariesSecured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of the any Guarantor hereunder, release the any Guarantor hereunder or otherwise limit the any Guarantor’s liability with respect to the Obligations owing to the Beneficiaries Secured Parties under or in respect of the Credit DocumentsLoan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Beneficiaries Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Tender Advances Loans or (z) the aggregate available amount Available Amount of the Letter outstanding Letters of Credit that, in each case, shall be required for the Beneficiaries Secured Parties or any of them to take any action hereunder. Upon the sale of a Guarantor to the extent permitted in accordance with the terms of the Loan Documents, such Guarantor (other than the BV Borrower) shall Guaranty NYDOCS01/1276206 be automatically released from this Guaranty; and provided, further, provided that no amendment, waiver or consent shallsuch release shall occur if such Guarantor is a guarantor in respect of any Specified Junior Financing Obligations, unless in writing such Guarantor is released from its obligations with respect to such Specified Junior Financing Obligations. The Administrative Agent will, at such Guarantor’s expense, execute and signed by deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of such Guarantor from its Guarantee hereunder pursuant to this Section 8; provided that such Guarantor shall have delivered to the Administrative Agent in addition a written request therefor and a certificate of such Guarantor to the Banks required above to take such action, affect effect that the rights or duties of transaction is in compliance with the Loan Documents. The Administrative Agent under this Guaranty; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, the Fronting Bank, shall be effective unless agreed authorized to in writing by the Fronting Bank; and provided, further, that this Guaranty may be amended and restated rely on any such certificate without the consent of any Beneficiary if, upon giving effect to such amendment and restatement, such Beneficiary shall no longer be a Beneficiary of this Guaranty (as so amended and restated) or have any obligation hereunder and shall have been paid in full all amounts payable hereunder to such Beneficiaryindependent investigation.

Amendments, Guaranty Supplements, Etc. (a) No amendment or waiver of any provision of this Guaranty and no consent to any departure by the any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Company, the Guarantors Agent and the Required BanksLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the BeneficiariesSecured Parties (other than any Lender Party that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of the any Guarantor hereunder, release the any Guarantor hereunder or otherwise limit the any Guarantor’s 's liability with respect to the Obligations owing to the Beneficiaries Secured Parties under or in respect of the Loan Documents except (x) as provided in Section 15 hereof, (y) pursuant to a merger permitted under Section 5.02(e) of the Credit DocumentsAgreement or (z) in connection with the sale of such Guarantor permitted pursuant to Section 5.02(f) of the Credit Agreement or a waiver of such Section 5.02 of the Credit Agreement effected with the consent of the Required Lenders, (b) postpone any date fixed for payment hereunder or (c) change the number of Beneficiaries Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Tender Advances or (z) the aggregate available amount Available Amount of the Letter outstanding Letters of Credit that, in each case, shall be required for the Beneficiaries Secured Parties or any of them to take any action hereunder; and providedprovided further, furtherhowever, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in Offshore Guaranty addition to the Banks Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Guaranty; and provided, further, that no amendment, waiver Guaranty or consent that would adversely affect the rights of, or increase the obligations of, the Fronting Bank, shall be effective unless agreed to in writing by the Fronting Bank; and provided, further, that this Guaranty may be amended and restated without the consent of any Beneficiary if, upon giving effect to such amendment and restatement, such Beneficiary shall no longer be a Beneficiary of this Guaranty (as so amended and restated) or have any obligation hereunder and shall have been paid in full all amounts payable hereunder to such Beneficiaryother Loan Documents.

Amendments, Guaranty Supplements, Etc. (a) No amendment amendment, modification or waiver of any provision of this Guaranty and no consent to any departure by the any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed signed, (i) with respect to the Lender Parties and any Guaranteed Obligations arising hereunder with respect to the Lender Parties, and as long as the Credit Agreement is in effect, by the Administrative Agent, the Company, the Guarantors Agent and the Required BanksMajority Lenders, and (ii) with respect to any Hedge Bank and any Guaranteed Obligations arising hereunder with respect to such Hedge Bank, and as long as any Hedge Agreement with respect to such Hedge Bank is in effect, by such Hedge Bank, and (iii) with respect to any Operating Lender and any Guaranteed Obligations arising hereunder with respect to such Operating Lender, and as long as any Operating Indebtedness Agreement with respect to such Operating Lender is in effect, by such Operating Lender, in the case of any such amendment or modification, by the Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that this Guaranty may be modified by the execution of a Guaranty Supplement by an Additional Guarantor in accordance with Section 8(b) hereof; provided, however, that (i) with respect to the Lender Parties and any Guaranteed Obligations arising hereunder with respect to the Lender Parties, no amendment, waiver or consent shall, unless in writing and signed by all of the BeneficiariesLender Parties (other than any Lender Party that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations such Guaranteed Obligations of the Guarantor all or substantially all Guarantors hereunder, release the Guarantor all or substantially all Guarantors hereunder or otherwise limit the Guarantor’s liability of all or substantially all Guarantors with respect to the such Guaranteed Obligations owing to the Beneficiaries under or except as provided in respect of the Credit DocumentsSection 17 hereof, (b) postpone any date fixed for payment hereunder or (c) change the number of Beneficiaries Lender Parties or the percentage of (x) the CommitmentsObligations, (y) the aggregate unpaid principal amount of the Tender Advances or (z) the aggregate available amount of the outstanding Letter of Credit Liability that, in each case, shall be required for the Beneficiaries Lender Parties, or any of them to take any action hereunder; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under this Guaranty; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, the Fronting Bank, shall be effective unless agreed to in writing by the Fronting Bank; and provided, further, that this Guaranty may be amended and restated without the consent of any Beneficiary if, upon giving effect to such amendment and restatement, such Beneficiary shall no longer be a Beneficiary of this Guaranty (as so amended and restated) or have any obligation hereunder and shall have been paid in full all amounts payable hereunder to such Beneficiary.