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 in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lender and its successors, transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the 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 the Loan 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 the Lender herein or otherwise, in each case as and to the extent provided in Section 7.07 of the Credit Agreement. The Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the 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 in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lender Secured Parties and its their successors, transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Lender any 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 Commitments, the Loan 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 the Lender such Secured Party herein or otherwise, in each case as and to the extent provided in Section 7.07 11.07 of the Credit Agreement. The No Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the LenderSecured Parties.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and applies to all Obligations whenever arising. This Guaranty is irrevocable and shall (ai) remain in full force and effect until the latest of (x) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guarantyhereunder, (by) the Revolving Commitment Termination Date (as defined in the Credit Agreement), and (z) if applicable, the Term Loan Maturity Date (as defined in the Credit Agreement), (ii) be binding upon the on each Guarantor, its successors and assigns assigns, and (ciii) inure to the benefit of and be enforceable by the Lender Administrative Agent and its successors, transferees the Banks and permitted their successors and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Lender Each Bank may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, including all or any portion of its Commitments, the Loan Advances owing to it and the Note or Notes held by it) to any other Personas set forth in Section 8.06 of the Credit Agreement, and the assignee of such other Person rights and obligations shall thereupon become vested with all the benefits in respect thereof granted to the Lender such Bank herein or otherwise, in each case as and to the extent provided in Section 7.07 8.06 of the Credit Agreement. The No Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the LenderAdministrative Agent.

Continuing Guaranty; Assignments under the Credit Agreement. This ROV Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this GuarantyTermination Date, (b) be binding upon the each ROV Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lender Secured Parties and its their successors, transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Lender any 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 Commitments, the Loan Loans owing to it and the any 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 the Lender such Secured Party herein or otherwise, in each case as and to the extent provided in Section 7.07 10.06 of the Credit Agreement. The No ROV Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the LenderSecured Parties.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) subject to the last sentence of Section 8(a), remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the Termination Date and (iii) the latest date of expiration or termination of all Letters of Credit, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lender Lenders and its their successors, transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the 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 Commitments, the Loan 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 the such Lender herein or otherwise, in each case as and to the extent provided in Section 7.07 8.07 of the Credit Agreement. The No Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the LenderLenders.

Continuing Guaranty; Assignments under the Credit Agreement. This KGaA Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this GuarantyTermination Date, (b) be binding upon the each KGaA Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lender Lenders and its their successors, transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the 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 Commitments, the Loan Loans owing to it and the any 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 the such Lender herein or otherwise, in each case as and to the extent provided in Section 7.07 10.06 of the Credit Agreement. The No KGaA Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the LenderLenders.