Common use of Continuing Guarantee; Assignments Clause in Contracts

Continuing Guarantee; Assignments. This Guarantee is a continuing guarantee and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all amounts that are or may become payable under this Guarantee; and (ii) the Final Expiration Date, notwithstanding any settlement of account or other matter or thing whatsoever and shall not be considered satisfied by any intermediate payment or discharge in whole or in part, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Bank and its successors and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, upon the effectiveness of any assignment by the Bank made in accordance with the requirements of Section 7.06 of the Facility Agreement of all or any portion of the Bank’s rights and obligations under the Facility Agreement, such assignee shall become vested with all the benefits in respect thereof granted to the Bank herein or otherwise. Notwithstanding the foregoing, no Guarantor may, without the prior written consent of the Bank, assign any of its rights or obligations under this Guarantee.