Common use of Continuing Guaranty; Assignments Clause in Contracts

Continuing Guaranty; Assignments. 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 the Guaranteed Obligations and all other amounts payable under this Guaranty, and (ii) the payment and performance in full of all the Indenture Obligations of all the Obligors under any Indenture Document, (b) be binding upon each Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the Trustee, the Collateral Agent, and the Holders and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Trustee, the Collateral Agent or any Holder may assign or otherwise transfer all or any portion of its rights under this Guaranty (including, without limitation, all or any portion of its Securities 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 Trustee, the Collateral Agent, or such Holder herein or otherwise, in each case as and to the extent provided in this Indenture. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Trustee, the Collateral Agent and each of the Holders.

Continuing Guaranty; Assignments. 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 the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty, Guaranty (other than inchoate indemnity obligations and (iisimilar obligations that survive the termination of this Agreement) and the payment and performance in full termination or expiration of all the Indenture Obligations of all the Obligors under any Indenture DocumentCommitments, (b) be binding upon each Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the Trustee, the Collateral Agent, Administrative Agent and the Holders Lenders and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Trustee, the Collateral Agent any Eligible Assignee that has been assigned or any Holder may assign or otherwise transfer transferred all or any portion of its a Lender’s Loans, Commitments or rights and obligations under this Guaranty (includingAgreement in accordance with Section 9.04, without limitation, all or any portion of its Securities 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 Trustee, the Collateral Agent, or such Holder herein or otherwise, in each case as and to the extent provided in transferring Lender under this IndentureGuaranty. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the TrusteeRequired Lenders, the Collateral Agent and each of the Holdersexcept as otherwise permitted hereby.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment Guarantor shall have paid in full in cash all Guaranteed Obligations payable to the Guaranteed Parties under this Guaranty (and all reasonable out-of-pocket expenses incurred by any of the Guaranteed Obligations Parties (including the reasonable fees, charges and all other amounts payable disbursements of any counsel for the Guaranteed Parties)), in connection with the enforcement or protection of its rights under this Guaranty, Guaranty and (ii) the payment Commitments of the Lenders under the Credit Agreement shall have expired or been terminated, no Letters of Credit shall be outstanding and performance all Obligations payable by the Borrowers under the Credit Documents shall have been paid in full of all the Indenture Obligations of all the Obligors under any Indenture Documentin cash, (b) be binding upon each the Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the TrusteeLenders, the Collateral Agent, Issuers and the Holders Administrative Agent and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Trustee, the Collateral Agent or any Holder Lender may assign or otherwise transfer all or any portion of its rights and obligations under this Guaranty (including, without limitation, all or any portion of its Securities held by it) the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Trustee, the Collateral Agent, or such Holder Lender herein or otherwise, in each case as and to the extent provided in this Indenture. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent Section 10.7 of the Trustee, the Collateral Agent and each of the HoldersCredit Agreement.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) except as provided in the next succeeding sentence, remain in full force and effect until the latest of (i) the payment in full in cash of the applicable Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and (ii) the payment and performance in full of all the Indenture Obligations of all the Obligors under any Indenture DocumentTermination Date, (b) be binding upon each Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the TrusteeAgent and the Lenders and their successors, permitted transferees and permitted assigns. Upon the Collateral Agentsale of a Guarantor or any or all of the assets of any Guarantor to the extent permitted in accordance with the terms of the Loan Documents or upon such Guarantor otherwise ceasing to be a Subsidiary of the Company organized under the laws of a state of the United States of America without violation of the terms of this Agreement, such Guarantor (and its Subsidiaries) or such assets shall be automatically released from this Guaranty or any Guaranty Supplement, and all pledges and security interests of the Holders equity of such Guarantor or any Subsidiary of such Guarantor and their respective successors, transferees all other pledges and assignssecurity interests in the assets of such Guarantor and any of its Subsidiaries shall be released as provided in Section 9.15. Without limiting the generality of clause (c) of the immediately preceding sentenceabove, the Trustee, the Collateral Agent or any Holder Lender may assign or otherwise transfer all or any portion of its rights and obligations under this Guaranty (including, without limitation, all or any portion of its Securities held by it) Agreement to any other Person, and such other Person shall thereupon become vested with all al the benefits in respect thereof granted to the Trustee, the Collateral Agent, or such Holder Lender herein or otherwise, in each case as and to the extent provided in this IndentureSection 9.08. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Trustee, the Collateral Agent and each of the HoldersLenders.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) except as provided in the next succeeding sentence, 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, and (ii) the payment Termination Date and performance in full (iii) the latest date of expiration or termination of all the Indenture Obligations Letters of all the Obligors under any Indenture DocumentCredit, (b) be binding upon each Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the TrusteeAgent and the Lenders and their successors, permitted transferees and permitted assigns. Upon the Collateral Agentsale of a Guarantor or any or all of the assets of any Guarantor to the extent permitted in accordance with the terms of the Loan Documents or upon such Guarantor otherwise ceasing to be a Subsidiary of the Borrower organized under the laws of a state of the United States of America without violation of the terms of this Agreement, such Guarantor (and its Subsidiaries) or such assets shall be automatically released from this Guaranty or any Guaranty Supplement, and all pledges and security interests of the Holders equity of such Guarantor or any Subsidiary of such Guarantor and their respective successors, transferees all other pledges and assignssecurity interests in the assets of such Guarantor and any of its Subsidiaries shall be released as provided in Section 9.14. Without limiting the generality of clause (c) of the immediately preceding sentenceabove, the Trustee, the Collateral Agent or any Holder Lender may assign or otherwise transfer all or any portion of its rights and obligations under this Guaranty Agreement (including, without limitation, all or any portion of its Securities Commitments, the Revolving Loans owing to it and 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 Trustee, the Collateral Agent, or such Holder Lender herein or otherwise, in each case as and to the extent provided in this Indenture. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Trustee, the Collateral Agent and each of the HoldersSection 9.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) except as provided in the next succeeding sentence, remain in full force and effect until the latest of (i) the payment in full in cash of the applicable Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and (ii) the payment and performance in full of all the Indenture Obligations of all the Obligors under any Indenture DocumentTermination Date, (b) be binding upon each Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the TrusteeAgent and the Lenders and their successors, permitted transferees and permitted assigns. Upon the Collateral Agentsale of a Guarantor or any or all of the assets of any Guarantor to the extent permitted in accordance with the terms of the Loan Documents or upon such Guarantor otherwise ceasing to be a Subsidiary of the Company organized under the laws of a state of the United States of America without violation of the terms of this Agreement, such Guarantor (and its Subsidiaries) or such assets shall be automatically released from this Guaranty or any Guaranty Supplement, and all pledges and security interests of the Holders equity of such Guarantor or any Subsidiary of such Guarantor and their respective successors, transferees all other pledges and assignssecurity interests in the assets of such Guarantor and any of its Subsidiaries shall be released as provided in Section 9.15. Without limiting the generality of clause (c) of the immediately preceding sentenceabove, the Trustee, the Collateral Agent or any Holder Lender may assign or otherwise transfer all or any portion of its rights and obligations under this Guaranty (including, without limitation, all or any portion of its Securities held by it) Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Trustee, the Collateral Agent, or such Holder Lender herein or otherwise, in each case as and to the extent provided in this Indenture. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Trustee, the Collateral Agent and each of the HoldersSection 9.

Continuing Guaranty; Assignments. 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 the Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and (ii) the payment and performance in full termination or expiration of all the Indenture Obligations of all the Obligors under any Indenture DocumentCommitments, (b) be binding upon each Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the Trustee, the Collateral Agent, Agent and the Holders Lenders and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Trustee, the Collateral Agent or any Holder Lender may assign or otherwise transfer all or any portion of its rights and obligations under this Guaranty Agreement (including, without limitation, all or any portion of its Securities Commitments, any Term Loan held by itit and its rights and remedies with respect to Collateral and the Obligations) to any other PersonEligible Assignee, and such other Person Eligible Assignee shall thereupon become vested with all the benefits in respect thereof granted to the Trustee, the Collateral Agent, or such Holder Lender herein or otherwise, in each case as and to the extent provided in this IndentureSection 13.3. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the Trustee, the Collateral Agent and each of the HoldersMajority Lenders.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) except as provided in the next succeeding sentence, remain in full force and effect until the latest of (i) the payment in full in cash of the applicable Guaranteed Obligations and all other amounts payable under this Guaranty, Guaranty and (ii) the payment and performance in full of all the Indenture Obligations of all the Obligors under any Indenture DocumentTermination Date, (b) be binding upon each Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the TrusteeAgent and the Lenders and their successors, permitted transferees and permitted assigns. Upon the Collateral Agentsale of a Guarantor or any or all of the assets of any Guarantor to the extent permitted in accordance with the terms of the Loan Documents or upon such Guarantor otherwise ceasing to be a Subsidiary of the Company organized under the laws of a state of the United States of America without violation of the terms of this Agreement, such Guarantor (and its Subsidiaries) or such assets shall be automatically released from this Guaranty or any Guaranty Supplement, and all pledges and security interests of the Holders equity of such Guarantor or any Subsidiary of such Guarantor and their respective successors, transferees all other pledges and assignssecurity interests in the assets of such Guarantor and any of its Subsidiaries shall be released as provided in Section 9.15. Without limiting the generality of clause (c) of the immediately preceding sentenceabove, the Trustee, the Collateral Agent or any Holder Lender may assign or otherwise transfer all or any portion of its rights and obligations under this Guaranty (including, without limitation, all or any portion of its Securities held by it) Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Trustee, the Collateral Agent, or such Holder Lender herein or otherwise, in each case as and to the extent provided in this IndentureSection 9.08. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Trustee, the Collateral Agent and each of the HoldersLenders.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment Guarantor shall have paid in full in cash all Guaranteed Obligations payable to the Guaranteed Parties under this Guaranty (and all reasonable out-of-pocket expenses incurred by any of the Guaranteed Obligations Parties (including the reasonable fees, charges and all other amounts payable disbursements of any counsel for the Guaranteed Parties)), in connection with the enforcement or protection of its rights under this Guaranty, Guaranty and (ii) the payment Commitments of the Lenders under the Credit Agreement shall have expired or been terminated, no Letters of Credit shall be outstanding and performance all Obligations payable by the Borrowers under the Loan Documents shall have been paid in full of all the Indenture Obligations of all the Obligors under any Indenture Documentin cash, (b) be binding upon each the Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the TrusteeLenders, the Collateral Agent, L/C Issuers and the Holders Administrative Agent and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Trustee, the Collateral Agent or any Holder Lender may assign or otherwise transfer all or any portion of its rights and obligations under this Guaranty (including, without limitation, all or any portion of its Securities held by it) the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Trustee, the Collateral Agent, or such Holder Lender herein or otherwise, in each case as and to the extent provided in this Indenture. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent Section 11.06 of the Trustee, the Collateral Agent and each of the HoldersCredit Agreement.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and a guaranty of payment (not merely of collection) and shall (a) remain in full force and effect until the latest of (i) the irrevocable payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, and (ii) the payment latest Termination Date and performance in full (iii) the latest date of expiration or termination of all the Indenture Obligations Letters of all the Obligors under any Indenture DocumentCredit, (b) be binding upon each GuarantorLoan Party, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the Trustee, the Collateral Agent, Agent and the Holders Lenders and their respective successors, transferees and assigns. Upon the sale, transfer or other disposition of a Subsidiary Guarantor or all or substantially all of the assets of any Subsidiary Guarantor to the extent permitted in accordance with the terms hereof or upon such Guarantor otherwise ceasing to be a Subsidiary of the Company organized under the laws of a state of the United States of America without violation of the terms of this Agreement, such Subsidiary Guarantor shall be automatically released from this Guaranty. Without limiting the generality of clause (c) of the immediately preceding sentence, the Trustee, the Collateral Agent or any Holder Lender may assign or otherwise transfer all or any portion of its rights and obligations under this Guaranty Agreement (including, without limitation, all or any portion of its Securities Commitments, 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 the Trustee, the Collateral Agent, Agent or such Holder Lender herein or otherwise, in each case as and to the extent provided in this Indenture. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Trustee, the Collateral Agent and each of the HoldersSection 9.07.

Continuing Guaranty; Assignments. 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 the Guaranteed Obligations and all other amounts payable under this Guaranty, and (ii) the payment and performance in full of all the Indenture Obligations of all the Obligors under any Indenture Document, (b) be binding upon each Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the Trustee, the Collateral Agent, and the Holders and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Trustee, the Collateral Agent or any Holder may assign or otherwise transfer all or any portion of its rights under this Guaranty (including, without limitation, all or any portion of its Securities New Tranche A Term 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 Trustee, the Collateral Agent, or such Holder herein or otherwise, in each case as and to the extent provided in this Indenture. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Trustee, the Collateral Agent and each of the Holders.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment Guarantor shall have paid in full in cash all Guaranteed Obligations payable to the Guaranteed Parties under this Guaranty (and all reasonable out‑of‑pocket expenses incurred by any of the Guaranteed Obligations Parties (including the reasonable fees, charges and all other amounts payable disbursements of any counsel for the Guaranteed Parties)), in connection with the enforcement or protection of its rights under this Guaranty, Guaranty and (ii) the payment Commitments under the Credit Agreement shall have expired or been terminated, no Letters of Credit shall be outstanding and performance all Obligations payable by the Guaranteed Borrowers under the Loan Documents shall have been paid in full of all the Indenture Obligations of all the Obligors under any Indenture Documentin cash, (b) be binding upon each the Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the TrusteeLenders, the Collateral Agent, Issuers and the Holders Administrative Agent and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Trustee, the Collateral Agent or any Holder Lender and any Fronting Bank may assign or otherwise transfer all or any portion of its rights and obligations under this Guaranty (including, without limitation, all or any portion of its Securities held by it) the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Trustee, the Collateral Agent, or such Holder Lender herein or otherwise, in each case as and to the extent provided in this Indenture. No Guarantor shall have Section 9.06(b) or 10.06, as the right to assign its rights hereunder or any interest herein without the prior written consent case may be, of the Trustee, the Collateral Agent and each of the HoldersCredit Agreement.

Continuing Guaranty; Assignments. 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 the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty, Guaranty (other than inchoate indemnity obligations and (iisimilar obligations that survive the termination of this Agreement) and the payment and performance in full termination or expiration of all the Indenture Obligations of all the Obligors under any Indenture DocumentCommitments, (b) be binding upon each Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the Trustee, the Collateral Agent, Administrative Agent and the Holders Lenders and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Trustee, the Collateral Agent any Eligible Assignee that has been assigned or any Holder may assign or otherwise transfer transferred all or any portion of its a Lender’s Advances, Commitments or rights and obligations under this Guaranty (includingAgreement in accordance with Section 9.07, without limitation, all or any portion of its Securities 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 Trustee, the Collateral Agent, or such Holder herein or otherwise, in each case as and to the extent provided in transferring Lender under this IndentureGuaranty. No Guarantor shall have the right to assign its rights hereunder or any interest 101 herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the TrusteeRequired Lenders, the Collateral Agent and each of the Holdersexcept as otherwise permitted hereby.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Guaranteed Obligations Indebtedness and all other amounts payable under this Guaranty, and (ii) the payment and performance in full of all the Indenture Obligations of all the Obligors under any Indenture Document, (b) be binding upon each the Guarantor and its successors, assigns, beneficiaries and indorsees (including, without limitation, the heirs, administrators, executors and estate of the Guarantor), except that no Guarantor shall assign or transfer any of its successors and assigns permitted by this Indenturerights or obligations hereunder without the prior written consent of the TBCC, and (c) inure insure to the benefit of and the be enforceable by the Trustee, the Collateral Agent, TBCC and the Holders and their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c) of the immediately preceding sentence), the Trustee, the Collateral Agent or any Holder TBCC may assign or otherwise transfer all or any portion of its rights under this Guaranty (including, without limitation, all or any portion of its Securities held by it) the Indebtedness to any other Personperson or entity, and such other Person person or entity shall thereupon become vested with all the benefits rights in respect thereof granted to the Trustee, the Collateral Agent, or such Holder TBCC herein or otherwise, in each case as . This Guaranty and to the extent provided in this Indenture. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent obligations of the Trustee, Guarantor hereunder shall terminate upon the Collateral Agent and each indefeasible payment in full of all of the HoldersIndebtedness and all other amounts payable under this Guaranty.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty -------------------------------- and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Guaranteed Obligations Indebtedness and all other amounts payable under this Guaranty, and (ii) the payment and performance in full of all the Indenture Obligations of all the Obligors under any Indenture Document, (b) be binding upon each the Guarantor and its successors, assigns, beneficiaries and indorsees (including, without limitation, the heirs, administrators, executors and estate of the Guarantor), except that no Guarantor shall assign or transfer any of its successors and assigns permitted by this Indenturerights or obligations hereunder without the prior written consent of TBCC, and (c) inure to the benefit of and be enforceable by the Trustee, the Collateral Agent, TBCC and the Holders and their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c) of the immediately preceding sentence), the Trustee, the Collateral Agent or any Holder TBCC may assign or otherwise transfer all or any portion of its rights under this Guaranty (including, without limitation, all or any portion of its Securities held by it) the Indebtedness to any other Personperson or entity, and such other Person person or entity shall thereupon become vested with all the benefits rights in respect thereof granted to the Trustee, the Collateral Agent, or such Holder TBCC herein or otherwise, in each case as . This Guaranty and to the extent provided in this Indenture. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent obligations of the Trustee, Guarantor hereunder shall terminate upon the Collateral Agent and each indefeasible payment in full of all of the HoldersIndebtedness and all other amounts payable under this Guaranty.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) except as provided in the next succeeding sentence, remain in full force and effect until the latest of (i) the payment in full in cash of the applicable Guaranteed Obligations and all other amounts payable under this Guaranty, and (ii) the payment Termination Date and performance in full (iii) the latest date of expiration or termination of all the Indenture Obligations Letters of all the Obligors under any Indenture DocumentCredit, (b) be binding upon each Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the TrusteeAgent and the Lenders and their successors, permitted transferees and permitted assigns. Upon the Collateral Agentsale of a Guarantor or any or all of the assets of any Guarantor to the extent permitted in accordance with the terms of the Loan Documents or upon such Guarantor otherwise ceasing to be a Subsidiary of the Company organized under the laws of a state of the United States of America without violation of the terms of this Agreement, such Guarantor (and its Subsidiaries) or such assets shall be automatically released from this Guaranty or any Guaranty Supplement, and all pledges and security interests of the Holders equity of such Guarantor or any Subsidiary of such Guarantor and their respective successors, transferees all other pledges and assignssecurity interests in the assets of such Guarantor and any of its Subsidiaries shall be released as provided in Section 9.16. Without limiting the generality of clause (c) of the immediately preceding sentenceabove, the Trustee, the Collateral Agent or any Holder may assign or otherwise transfer all or any portion of its rights under this Guaranty (including, without limitation, all or any portion of its Securities 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 Trustee, the Collateral Agent, or such Holder herein or otherwise, in each case as and to the extent provided in this Indenture. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Trustee, the Collateral Agent and each of the Holders.Lender

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment Guarantor shall have paid in full in cash all Guaranteed Obligations payable to the Guaranteed Parties under this Guaranty (and all reasonable out-of-pocket expenses incurred by any of the Guaranteed Obligations Parties (including the reasonable fees, charges and all other amounts payable disbursements of any counsel for the Guaranteed Parties)), in connection with the enforcement or protection of its rights under this Guaranty, Guaranty and (ii) the payment Commitments under the Credit Agreement shall have expired or been terminated, no Letters of Credit shall be outstanding and performance all Obligations payable by the Guaranteed Borrowers under the Loan Documents shall have been paid in full of all the Indenture Obligations of all the Obligors under any Indenture Documentin cash, (b) be binding upon each the Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the TrusteeLenders, the Collateral Agent, Issuers and the Holders Administrative Agent and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Trustee, the Collateral Agent or any Holder Lender and any Fronting Bank may assign or otherwise transfer all or any portion of its rights and obligations under this Guaranty (including, without limitation, all or any portion of its Securities held by it) the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Trustee, the Collateral Agent, or such Holder Lender herein or otherwise, in each case as and to the extent provided in this Indenture. No Guarantor shall have Section 9.06(b) or 10.06, as the right to assign its rights hereunder or any interest herein without the prior written consent case may be, of the Trustee, the Collateral Agent and each of the HoldersCredit Agreement.

Continuing Guaranty; Assignments. This Parent 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 the Parent Guaranteed Obligations and all other amounts payable under this GuarantyParent Guaranty (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Secured Obligations in respect of obligations that may thereafter arise with respect to Obligations in respect of Secured Cash Managements Agreement and Secured Hedge Agreements, in each case, not yet due and payable; unless the Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to the applicable financial institutions, in respect thereof have not been made), (ii) the payment latest Termination Date for all Facilities and performance in full (iii) the latest date of expiration or termination of all Letters of Credit (unless such Letters of Credit have been Cash Collateralized or backstopped in a manner reasonably satisfactory to the Indenture Obligations of all the Obligors under any Indenture Documentapplicable Issuing Bank), (b) be binding upon each GuarantorMLP, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the Trustee, the Collateral Agent, Administrative Agent and the Holders other Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Trustee, the Collateral Agent or any Holder may assign or otherwise transfer all or any portion of its rights under this Guaranty (including, without limitation, all or any portion of its Securities held by it) to any other Person, and such other Person MLP shall thereupon become vested with all the benefits in respect thereof granted to the Trustee, the Collateral Agent, or such Holder herein or otherwise, in each case as and to the extent provided in this Indenture. No Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Trustee, the Collateral Administrative Agent and each the Lenders, and any such assignment in violation of the Holders.this Section 9.09 shall be null and void. [Signature Pages Follow]

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) except as provided in the next succeeding sentence, 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, and (ii) the payment Termination Date and performance in full (iii) the latest date of expiration or termination of all the Indenture Obligations Letters of all the Obligors under any Indenture DocumentCredit, (b) be binding upon each Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the TrusteeAgent and the Lenders and their successors, permitted transferees and permitted assigns. Upon the Collateral Agentsale of a Guarantor or any or all of the assets of any Guarantor to the extent permitted in accordance with the terms of the Loan Documents or upon such Guarantor otherwise ceasing to be a Subsidiary of the Borrower organized under the laws of a state of the United States of America without violation of the terms of this Agreement, such Guarantor (and its Subsidiaries) or such assets shall be automatically released from this Guaranty or any Guaranty Supplement, and all pledges and security interests of the Holders equity of such Guarantor or any Subsidiary of such Guarantor and their respective successors, transferees all other pledges and assignssecurity interests in the assets of such Guarantor and any of its Subsidiaries shall be released as provided in Section 9.14. Without limiting the generality of clause (c) of the immediately preceding sentenceabove, the Trustee, the Collateral Agent or any Holder Lender may assign or otherwise transfer all or any portion of its rights and obligations under this Guaranty Agreement (including, without limitation, all or any portion of its Securities 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 TrusteeCommitments, the Collateral Agent, or such Holder herein or otherwise, in each case as and Revolving Loans owing to the extent provided in this Indenture. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Trustee, the Collateral Agent and each of the Holders.it and

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Guaranteed Obligations Indebtedness and all other amounts payable under this Guaranty, and (ii) the payment and performance in full of all the Indenture Obligations of all the Obligors under any Indenture Document, (b) be binding upon each the Guarantor and its successors, assigns, beneficiaries and indorsees (including, without limitation, the heirs, administrators, executors and estate of the Guarantor), except that no Guarantor shall assign or transfer any of its successors and assigns permitted by this Indenturerights or obligations hereunder without the prior written consent of TBCC, and (c) inure to the benefit of and be enforceable by the Trustee, the Collateral Agent, TBCC and the Holders and their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c) of the immediately preceding sentence), the Trustee, the Collateral Agent or any Holder TBCC may assign or otherwise transfer all or any portion of its rights under this Guaranty (including, without limitation, all or any portion of its Securities held by it) the Indebtedness to any other Personperson or entity, and such other Person person or entity shall thereupon become vested with all the benefits rights in respect thereof granted to the Trustee, the Collateral Agent, or such Holder TBCC herein or otherwise, in each case as . This Guaranty and to the extent provided in this Indenture. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent obligations of the Trustee, Guarantor hereunder shall terminate upon the Collateral Agent and each indefeasible payment in full of all of the HoldersIndebtedness and all other amounts payable under this Guaranty.