Common use of Continuing Guaranty; Assignments under the Credit Agreement Clause in Contracts

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full of all Guaranteed Obligations and all other amounts payable under the Credit Documents, the termination of all Letter of Credit Obligations, and the termination of all the Commitments, (b) be binding upon each Guarantor and its successors and assigns, (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and each Issuing Bank, and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Credit Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Lender Hedging Agreement to any other Swap Counterparty pursuant to the terms of such agreement, that other Swap Counterparty shall thereupon become vested with all the benefits held by the assigning Swap Counterparty under this Guaranty, subject, however, in all respects to the provisions of the Credit Agreement. Each Guarantor acknowledges that upon any Person becoming a Lender, the Administrative Agent, or an Issuing Bank in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full of all Guaranteed Obligations and all other amounts payable under the Credit Documents, the termination of all Letter of Credit Obligations, and the termination of all the CommitmentsTermination Date, (b) be binding upon each Guarantor and its successors and assigns, (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, the Swing Line Lender and each the Issuing Bank, Lender and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 9.7 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Credit Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Lender Hedging Agreement to any other Swap Counterparty pursuant to the terms of such agreement, that other Swap Counterparty shall thereupon become vested with all the benefits held by the assigning Swap Counterparty under this Guaranty, subject, however, in all respects to the provisions of the Credit Agreement. Each Guarantor acknowledges that upon any Person becoming a Lender, the Administrative Agent, the Swing Line Lender or an the Issuing Bank Lender in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.. Exhibit C – Form of Amended and Restated Guaranty Agreement

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until such time when each of the following shall have occurred: (i) the indefeasible payment in full in cash of all Guaranteed Obligations and all other amounts payable under the Credit Loan Documents, (ii) the termination or expiration of all Letter Letters of Credit Obligations, (other than Letters of Credit to which other arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made) and the termination of all obligations of the CommitmentsIssuing Lender and the Lenders in respect of Letters of Credit, (iii) the termination of all Hedge Contracts with the Swap Counterparties (other than Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to such Swap Counterparty have been made or have been deemed to have to been made under Section 8.08(b) of the Credit Agreement), and (iv) the termination of all the Commitments (such time being referred to herein as the "Guaranty Termination"), (b) be binding upon each Guarantor and its successors and assigns, (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, the Issuing Lender and each Issuing Bank, Lender and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty Counterparty, a Treasury Management Bank, and each of its their successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 of the Credit Agreement, any Administrative Agent, the Issuing Lender and each Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Credit Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Lender Hedging Agreement Hedge Contract to any other Swap Counterparty Person pursuant to the terms of such agreement, that other Swap Counterparty Person shall thereupon become vested with all the benefits held by the assigning Swap Counterparty such Lender under this Guaranty, subject, however, in all respects to the provisions Guaranty only if such Person is also then a Lender or an Affiliate of the Credit Agreementa Lender. Each Guarantor acknowledges that upon any Person becoming a Lender, Lender or the Administrative Agent, or an Issuing Bank Agent in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Guaranteed Obligations and all other amounts payable under the Credit Documents, this Guaranty (other than Unmatured Surviving Obligations and Obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements that by their terms survive the termination of such Agreement but are not, as of the date of determination, due and payable and for which no outstanding claim has been made), (ii) the termination or expiration of all Letter of Credit Obligations, the Commitments of the Lenders and (iii) the latest date of expiration or termination of all Letters of Credit (unless cash collateralized in a manner reasonably satisfactory to the CommitmentsL/C Issuer), (b) be binding upon each Guarantor and Guarantor, its successors and assigns, permitted assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and each Issuing Bank, Secured Parties and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, permitted transferees and permitted assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 ) of the Credit Agreementimmediately preceding sentence, any Lender Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its CommitmentCommitments, the Advances Loans owing to it and the Note or Notes Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Secured Party herein or otherwise, subject, however, in all respects each case as and to the provisions extent provided in Section 10.06 of the Credit Agreement. Furthermore, when any Swap Counterparty assigns No Guarantor shall have the right to assign its rights hereunder or otherwise transfers any interest held by it herein without the prior written consent of the Secured Parties. Notwithstanding anything herein to the contrary (i) the obligations under a Lender Hedging any Secured Hedge Agreement to any other Swap Counterparty and Secured Cash Management Agreements shall be guaranteed pursuant to the terms of such agreement, that other Swap Counterparty shall thereupon become vested with all the benefits held by the assigning Swap Counterparty under this Guaranty, subject, however, in all respects Guaranty only to the provisions extent that, and for so long as, the Obligations under the Credit Agreement are so guaranteed and (ii) any release of any Guarantor effected in the manner permitted by this Guaranty and the Credit Agreement shall not require the consent of the Credit Agreement. Each Guarantor acknowledges that upon holders of obligations of any Person becoming a Lender, the Administrative Agent, Secured Hedge Agreement or an Issuing Bank in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereofSecured Cash Management Agreements.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment Payment in full of all Guaranteed Obligations and all other amounts payable under the Credit Documents, the termination of all Letter of Credit Obligations, and the termination of all the CommitmentsFull, (b) be binding upon each Guarantor and its successors and assigns, (c) inure to the benefit of and and, subject to Section 8.7(d) of the Credit Agreement, be enforceable by the Administrative Agent, each Lender, and each Issuing BankLender, each other Secured Party and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 9.7 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Credit Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Lender Hedging Agreement to any other Swap Counterparty pursuant to the terms of such agreement, that other Swap Counterparty shall thereupon become vested with all the benefits held by the assigning Swap Counterparty under this Guaranty, subject, however, in all respects to the provisions of the Credit Agreement. Each Guarantor acknowledges that upon any Person becoming a Lender, the Administrative Agent, Agent or an Issuing Bank Lender in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) with respect to the Lender Parties, remain in full force and effect until the latest of (i) the payment in full in cash of all the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the Credit Documents, Termination Date and (iii) the latest date of expiration or termination of all Letter Letters of Credit Obligations, and the termination of all the CommitmentsCredit, (b) with respect to any Hedge Bank until the termination of its respective Hedge Agreement, (c) with respect to any Operating Lender until the termination of its respective Operating Indebtedness Agreement, (d) be binding upon each Guarantor and the Guarantor, its successors and assigns, assigns and (ce) inure to the benefit of and be enforceable by the Administrative AgentLender Parties, each Lender, and each Issuing Bank, the Hedge Banks and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 e) of the Credit Agreementimmediately preceding sentence, any Lender Party may assign or otherwise transfer all or any portion of its rights and obligations commitments under the Credit Agreement (including, without limitation, all or any portion of its CommitmentObligations, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, subject, however, in all respects each case as and to the provisions extent provided in Section 10.07 of the Credit Agreement. Furthermore, when any Swap Counterparty assigns No Guarantor shall have the right to assign its rights hereunder or otherwise transfers any interest held by it under a Lender Hedging Agreement to any other Swap Counterparty pursuant herein (x) with respect to the terms Guaranteed Obligations owed to the Lender Parties, without the prior written consent of the Lender Parties, (y) with respect to the Guaranteed Obligations owed to a Hedge Bank, without the prior written consent of such agreementHedge Bank, that other Swap Counterparty shall thereupon become vested and (z) with all the benefits held by the assigning Swap Counterparty under this Guaranty, subject, however, in all respects respect to the provisions of the Credit Agreement. Each Guarantor acknowledges that upon any Person becoming a Lender, the Administrative Agent, or Guaranteed Obligations owed to an Issuing Bank in accordance with the Credit Operating Lender under an Operating Indebtedness Agreement, without prior written consent of such Person shall be entitled to the benefits hereofOperating Lender.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full of all Guaranteed Obligations and all other amounts payable under the Credit Documents, the termination of all Letter of Credit Obligations, and the termination of all the CommitmentsTermination Date, (b) be binding upon each Guarantor and its successors and assigns, (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, the Swing Line Lender and each the Issuing Bank, Lender and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Secured Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 9.7 of the Credit Agreement, any Lender may assign or otherwise transfer all or any Exhibit C – Form of Guaranty Agreement portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Credit Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Lender Hedging Agreement to any other Swap Counterparty pursuant to the terms of such agreement, that other Swap Counterparty shall thereupon become vested with all the benefits held by the assigning Swap Counterparty under this Guaranty, subject, however, in all respects to the provisions of the Credit Agreement. Each Guarantor acknowledges that upon any Person becoming a Lender, the Administrative Agent, the Swing Line Lender or an the Issuing Bank Lender in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full of all Guaranteed Obligations and all other amounts payable under the Credit Documents, the termination of all Letter of Credit Obligations, and the termination of all the CommitmentsTermination Date, (b) be binding upon each Guarantor and its successors and assigns, (c) inure to the benefit of and and, subject to Section 8.7 of the Credit Agreement, be enforceable by the Administrative Agent, each Lender, and each Issuing BankLender, and the Swing Line Lender and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and, subject to Sections 8.7 and 8.9 of the Credit Agreement, be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender and (e) inure to the benefit of and, subject to Sections 8.7 and 8.9 of the Credit Agreement, be enforceable by a Banking Services Provider and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 9.7 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Credit Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Lender Hedging Agreement to any other Swap Counterparty pursuant to the terms of such agreement, that other Swap Counterparty shall thereupon become vested with all the benefits held by the assigning Swap Counterparty under this Guaranty, subject, however, in all respects to the provisions including Section 9.7 of the Credit Agreement. Each Guarantor acknowledges that upon any Person becoming a Lender, the Administrative Agent, or an Issuing Bank Lender or the Swing Line Lender in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until such time when each of the following shall have occurred: (i) the indefeasible payment in full in cash of all Guaranteed Obligations and all other amounts payable under the Credit Loan Documents, (ii) the termination or expiration of all Letters of Credit, (iii) the termination of all Letter Hedge Contracts with the Swap Counterparties (other than Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to such Swap Counterparty and the Borrower have been made or have been deemed to have to been made under Section 8.08(b) of the Credit ObligationsAgreement), and (iv) the termination of all the CommitmentsCommitments (such time being referred to herein as the “Guaranty Termination”), (b) be binding upon each Guarantor and its successors and assigns, (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, the Issuing Lender and each Issuing Bank, Lender and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 of the Credit Agreement, any Administrative Agent, the Issuing Lender and each Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Credit Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Lender Hedging Agreement Hedge Contract to any other Swap Counterparty Person pursuant to the terms of such agreement, that other Swap Counterparty Third Amended and Restated Guaranty Third Amended and Restated Credit Agreement Person shall thereupon become vested with all the benefits held by the assigning Swap Counterparty such Lender under this Guaranty, subject, however, in all respects to the provisions Guaranty only if such Person is also then a Lender or an Affiliate of the Credit Agreementa Lender. Each Guarantor acknowledges that upon any Person becoming a Lender, Lender or the Administrative Agent, or an Issuing Bank Agent in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until until, subject to Section 4, such time when each of the payment in full following shall have occurred: (i) the termination of the Commitments, (ii) the termination or expiration of all Guaranteed Obligations Letters of Credit (other than Letters of Credit with respect to which other arrangements satisfactory to the Collateral Agent and all other amounts payable under the Credit DocumentsIssuing Lender have been made), (iii) the termination of all Letter of Credit ObligationsHedge Contracts with the Lender Swap Counterparties (other than Hedge Contracts with any Lender Swap Counterparty with respect to which other arrangements satisfactory to such Lender Swap Counterparty and the Borrower have been made), and (iv) the indefeasible payment in full in cash of all Secured Obligations (other than (1) Swap Obligations with respect to which other arrangements satisfactory to the Lender Swap Counterparty and the Borrower have been made, (2) indemnity obligations and similar obligations that survive the termination of all this Guaranty for which no notice of a claim has been received by Guarantor), and (3) Banking Services Obligations not yet due and payable (such time being referred to herein as the Commitments“Guaranty Termination”), (b) be binding upon each Guarantor and its successors and assigns, (c) inure to the benefit of and be enforceable by the Collateral Agent, the Administrative Agent, each the Issuing Lender, the Swing Line Lender, and each Issuing Bank, other Lender and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Lender Swap Counterparty Counterparty, any Banking Service Provider and each of its their respective successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 of the Credit Agreement, any the Collateral Agent, the Administrative Agent, the Issuing Lender, the Swing Line Lender, and each other Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Credit Agreement. Furthermore, when (i) any Lender Swap Counterparty assigns or otherwise transfers any interest held by it under a Lender Hedging Agreement Hedge Contract to any other Swap Counterparty Person pursuant to the terms of such agreement, or (ii) any Banking Service Provider transfers any Banking Services Obligation to any other Person, in each case, that other Swap Counterparty Person shall thereupon become vested with all the benefits held by the assigning Swap Counterparty such Lender under this Guaranty, subject, however, in all respects to the provisions Guaranty only if such Person is also then a Lender or an Affiliate of the Credit Agreementa Lender. Each Guarantor acknowledges that upon any Person becoming a Lender, the Administrative Issuing Lender, the Swing Line Lender, the Collateral Agent, or an Issuing Bank the Administrative Agent in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the latest date of expiration, cancellation or termination of all Letters of Credit Documents, and all Secured Hedge Agreements (or the cash collateralization thereof in a manner satisfactory to the Secured Parties) and (iii) the termination of all Letter of Credit Obligations, and the termination of all the Commitments, (b) be binding upon each Guarantor and the Guarantor, its successors and assigns, assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and each Issuing Bank, Secured Parties and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 ) of the Credit Agreementimmediately preceding sentence, any Lender Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement Del Monte Subsidiary Guaranty (including, without limitation, all or any portion of its CommitmentCommitments, the Advances Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Secured Party herein or otherwise, subject, however, in all respects each case as and to the provisions extent provided in Section 11.06 of the Credit Agreement. Furthermore, when any Swap Counterparty assigns No Guarantor shall have the right to assign its rights hereunder or otherwise transfers any interest held by it under a Lender Hedging Agreement to any other Swap Counterparty pursuant herein without the prior written consent of the Secured Parties. Notwithstanding anything herein to the contrary, the Administrative Agent agrees to release this Guaranty and all obligations of the Guarantors hereunder during a Guaranty Release Period on the terms of such agreement, that other Swap Counterparty shall thereupon become vested with all the benefits held by the assigning Swap Counterparty under this Guaranty, subject, however, set forth in all respects to the provisions of the Credit Agreement. Each Guarantor acknowledges that upon any Person becoming a LenderIn addition, after December 31, 2005, the Administrative AgentAgent agrees to release this Guaranty and all obligations of the initial Guarantors hereunder, and to execute and deliver (at the Borrower's expense) all documents or an Issuing Bank other instruments that the Borrower shall reasonably request to evidence such termination and release, so long as at such time (x) no Default or Event of Default has occurred and is continuing, (y) no such Guarantor qualifies as a Material Subsidiary and all such Guarantors taken together as one entity would not qualify as a Material Subsidiary and (z) the guaranty of such Guarantors in accordance with favor of the Credit Agreementholders of any Subordinated Notes will be terminated contemporaneously therewith, such Person shall be entitled subject to receipt by the Administrative Agent of a certificate of a Responsible Officer of the Borrower as to the benefits hereofsatisfaction of the conditions set forth in the preceding clauses (x), (y) and (z), showing the calculations used in determining compliance with clause (y).

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full of all Guaranteed Obligations and all other amounts payable under the Credit Documents, the termination of all Letter of Credit Obligations, and the termination of all the CommitmentsTermination Date, (b) be binding upon each Guarantor and its successors and assigns, (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, the Swing Line Lender and each the Issuing Bank, Lender and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 9.7 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Credit Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Lender Hedging Agreement to any other Swap Counterparty pursuant to the terms of such agreement, that other Swap Counterparty shall thereupon become vested with all the benefits held by the assigning Swap Counterparty under this Guaranty, subject, however, in all respects to the provisions of the Credit Agreement. Each Guarantor acknowledges that upon any Person becoming a Lender, the Administrative Agent, the Swing Line Lender or an the Issuing Bank Lender in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.. Exhibit D – Form of Guaranty Agreement

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full of all Guaranteed Obligations and all other amounts payable under the Credit Documents, the termination of all Letter of Credit Obligations, and the termination of all the CommitmentsTermination Date, (b) be binding upon each Guarantor and its successors and assigns, (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, the Issuing Lenders, and each Issuing Bank, the Swing Line Lenders and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 9.7 of the Credit Agreement, any Lender may assign or otherwise transfer all or any Exhibit C – Form of Guaranty Agreement portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Credit Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Lender Hedging Agreement to any other Swap Counterparty pursuant to the terms of such agreement, that other Swap Counterparty shall thereupon become vested with all the benefits held by the assigning Swap Counterparty under this Guaranty, subject, however, in all respects to the provisions of the Credit Agreement. Each Guarantor acknowledges that upon any Person becoming a Lender, the Administrative Agent, the Issuing Lenders or an Issuing Bank the Swing Line Lenders in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full of all Guaranteed Obligations and all other amounts payable under the Credit Documents, the termination or cash collateralization of all Letter of Credit Obligations, the termination of all Lender Hedging Agreements with the Beneficiaries or entering into other arrangements satisfactory to the applicable Beneficiaries with respect thereto and the termination of all the Commitments, (b) be binding upon each Guarantor and its successors and assigns, except that Guarantor shall not have the right to assign its rights or delegate its duties under this Guaranty without the prior written consent of each Lender, (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and each Issuing Bank, and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and the Note or Notes (if any) held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Credit Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Lender Hedging Agreement to any other Swap Counterparty pursuant to the terms of such agreement, that other Swap Counterparty to the extent it is a Lender or an Affiliate of a Lender shall thereupon become vested with all the benefits held by the assigning Swap Counterparty under this Guaranty, subject, however, in all respects to the provisions of the Credit Agreement. Each Guarantor acknowledges that upon any Person becoming a Lender, the Administrative Agent, or an Issuing Bank in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full of all Guaranteed Obligations and all other amounts payable under the Credit Documents, the termination or cash collateralization of all Letter of Credit Obligations, and the termination of all the Commitments, (b) be binding upon each Guarantor and its successors and assigns, (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and each Issuing Bank, and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and the Note or Notes (if any) held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Credit Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Lender Hedging Agreement to any other Swap Counterparty pursuant to the terms of such agreement, that other Swap Counterparty to the extent it is a Lender or an Affiliate of a Lender shall thereupon become vested with all the benefits held by the assigning Swap Counterparty under this Guaranty, subject, however, in all respects to the provisions of the Credit Agreement. Each Guarantor acknowledges that upon any Person becoming a Lender, the Administrative Agent, or an Issuing Bank in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full of all Guaranteed Obligations and all other amounts payable under the Credit Loan Documents, the termination of all Letter of Credit Obligations, the termination of the Hedge Contracts with the Beneficiaries, and the termination of all the Commitments, (b) be binding upon each Guarantor and its successors and assigns, (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and each the Issuing BankLender, and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Credit Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Lender Hedging Agreement to any other Swap Counterparty pursuant to the terms of such agreement, that other Swap Counterparty shall thereupon become vested with all the benefits held by the assigning Swap Counterparty under this Guaranty, subject, however, in all respects to the provisions of the Credit Agreement. Each Guarantor acknowledges that upon any Person becoming a Lender, the Administrative Agent, or an the Issuing Bank Lender in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until such time when each of the following shall have occurred: (i) the indefeasible payment in full in cash of all Guaranteed Obligations and all other amounts payable under the Credit Loan Documents, (ii) the termination or expiration of all Letters of Credit, (iii) the termination of all Letter Hedge Contracts with the Swap Counterparties (other than Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to such Swap Counterparty and the Borrower have been made or have been deemed to have to been made under Section 8.08(b) of the Credit ObligationsAgreement), and (iv) the termination of all the CommitmentsCommitments (such time being referred to herein as the “Guaranty Termination”), (b) be binding upon each Guarantor and its successors and assigns, (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, the Issuing Lender and each Issuing Bank, Lender and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 of the Credit Agreement, any Administrative Agent, the Issuing Lender and each Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Credit Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Lender Hedging Agreement Hedge Contract to any other Swap Counterparty Person pursuant to the terms of such agreement, that other Swap Counterparty Person shall thereupon become vested with all the benefits held by the assigning Swap Counterparty such Lender under this Guaranty, subject, however, in all respects to the provisions Guaranty only if such Person is also then a Lender or an Affiliate of the Credit Agreementa Lender. Each Guarantor acknowledges that upon any Person becoming a Lender, Lender or the Administrative Agent, or an Issuing Bank Agent in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the Credit Documents, Maturity Date and (iii) the latest date of expiration or termination of all Letter Letters of Credit Obligations, and the termination of all the CommitmentsCredit, (b) be binding upon each Guarantor and the Guarantor, its successors and assigns, assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and each Issuing Bank, Lenders and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c), subject to Section 9.06 ) of the Credit Agreementimmediately preceding sentence, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its CommitmentCommitments, the Advances Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects each case as and to the provisions extent provided in Section 10.06 of the Credit Agreement. FurthermoreNo Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders. If at any time any payment of the principal of or interest on any Loan, when or any Swap Counterparty assigns other amount payable by the Borrower or any other party under the Credit Agreement or any other Loan Document (including a payment effected through exercise of a right of setoff) is rescinded, or is or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise transfers any interest held by it under a Lender Hedging Agreement (including pursuant to any other Swap Counterparty pursuant to the terms settlement entered into by a holder of such agreementGuaranteed Obligations in its discretion), that other Swap Counterparty shall thereupon become vested with all the benefits held by the assigning Swap Counterparty under this Guaranty, subject, however, in all respects to the provisions each of the Credit Agreement. Each Guarantor acknowledges that upon any Person becoming a Lender, the Administrative Agent, or an Issuing Bank in accordance Guarantors’ obligations hereunder with the Credit Agreement, respect to such Person payment shall be entitled to the benefits hereof.reinstated as though such payment had been due but not made at such time. Form of Guaranty