Common use of Continuing Guaranty; Transfer of Notes Clause in Contracts

Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until payment in full of all of the Obligations, return or cancellation of all outstanding Letters of Credit and termination of the Commitments (the “Release Date”), (ii) be binding upon each Guarantor, its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), each of the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.6 of the Credit Agreement in respect of assignments. No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement. Notwithstanding the foregoing, the continuation provisions set forth above shall not apply to any Guarantor that is released from the Guaranty in accordance with the terms and conditions set forth in Section 6.7 of the Credit Agreement.

Continuing Guaranty; Transfer of Notes. This Guaranty (a)(i) is a continuing guaranty and shall (i) remain in full force and effect until payment in full of the date upon which all of the ObligationsGuarantied Obligations are finally paid in full, return the Revolving Commitments and the Term Commitments are terminated and all Guarantied Swap Contracts have expired or cancellation of all outstanding Letters of Credit and termination of the Commitments terminated (the “Release Date”), ) and (ii) be binding upon each Guarantor, its permitted successors and assigns, and (iiib) inure inures to the benefit of and be enforceable by the Guarantied Guaranteed Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iiib), each of the Guarantied Guaranteed Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Guaranteed Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.6 10.06 of the Credit Agreement in respect of assignments. No Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement. Notwithstanding the foregoing, the continuation provisions set forth above shall not apply to any Guarantor that is released from the Guaranty in accordance with the terms and conditions set forth in Section 6.7 of the Credit Agreement.

Continuing Guaranty; Transfer of Notes. This Guaranty (a)(i) is a continuing guaranty and shall (i) remain in full force and effect until payment the date upon which all Guarantied Obligations are finally paid in full of full, the Commitments are terminated and all of the Obligations, return or cancellation of all outstanding Letters of Credit and termination of the Commitments Guarantied Swap Contracts have expired or terminated (the “Release Date”), ) and (ii) be binding upon each Guarantor, its permitted successors and assigns, and (iiib) inure inures to the benefit of and be enforceable by the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iiib), each of the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.6 10.06 of the Credit Agreement in respect of assignments. No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement. Notwithstanding the foregoing, the continuation provisions set forth above shall not apply to any Guarantor that is released from the Guaranty in accordance with the terms and conditions set forth in Section 6.7 of the Credit Agreement.

Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until payment the date upon which all Obligations are paid in full of all of the Obligations, return or cancellation of all outstanding Letters of Credit and termination of the Commitments are terminated (the “Release Date”), (ii) be binding upon each Guarantor, its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), each of the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.6 10.06 of the Credit Agreement in respect of assignments. Form of Guaranty No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement. Notwithstanding the foregoing, the continuation provisions set forth above shall not apply to any Guarantor that is released from the Guaranty in accordance with the terms and conditions set forth in Section 6.7 of the Credit Agreement.

Continuing Guaranty; Transfer of Notes. This Guaranty (a) (i) is a continuing guaranty and shall (i) remain in full force and effect until payment in full of the date upon which all of the ObligationsGuarantied Obligations are finally paid in full, return the Revolving Commitments and the Term Commitments are terminated and all Guarantied Swap Contracts have expired or cancellation of all outstanding Letters of Credit and termination of the Commitments terminated (the “Release Date”), ) and (ii) be binding upon each Guarantor, its permitted successors and assigns, and (iiib) inure inures to the benefit of and be enforceable by the Guarantied Guaranteed Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iiib), each of the Guarantied Guaranteed Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Guaranteed Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.6 10.06 of the Credit Agreement in respect of assignments. No Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement. Notwithstanding the foregoing, the continuation provisions set forth above shall not apply to any Guarantor that is released from the Guaranty in accordance with the terms and conditions set forth in Section 6.7 of the Credit Agreement.

Continuing Guaranty; Transfer of Notes. This Subject to Section 10, this Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the date of payment in full of all of the Obligations, return or cancellation of all outstanding Letters of Credit Obligations and termination of the Commitments of all Banks (the “"Release Date”"), (ii) be binding upon each the Guarantor, its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), each of the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed owing to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.6 10.7(d) of the Credit Agreement in respect of assignments. No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement. Notwithstanding the foregoingall Banks, the continuation provisions set forth above and any purported assignment or transfer without such consent shall not apply to any Guarantor that is released from the Guaranty in accordance with the terms and conditions set forth in Section 6.7 of the Credit Agreementbe void.

Continuing Guaranty; Transfer of Notes. This Guaranty (a) is (i) a continuing guaranty and shall (i) remain in full force and effect until payment the date upon which all Guarantied Obligations are finally paid in full of full, the Commitments are terminated and all of the Obligations, return or cancellation of all outstanding Letters of Credit and termination of the Commitments Guarantied Swap Contracts have expired or terminated (the “Release Date”), ) and (ii) be binding upon each Guarantor, its permitted successors and assigns, and (iiib) inure inures to the benefit of and be enforceable by the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iiib), each of the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.6 10.06 of the Restated Credit Agreement in respect of assignments. No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement. Notwithstanding the foregoing, the continuation provisions set forth above shall not apply to any Guarantor that is released from the Guaranty in accordance with the terms and conditions set forth in Section 6.7 of the Restated Credit Agreement.

Continuing Guaranty; Transfer of Notes. This Subject to Section 9.10 of the Credit Agreement relating to the release of Restricted Subsidiaries from their obligations under the Guaranty, this Guaranty (a)(i) is a continuing guaranty and shall (i) remain in full force and effect until payment in full of the date upon which all of the Obligations, return or cancellation of Guarantied Obligations are paid in full (other than contingent indemnification and reimbursement obligations) and appropriate credit support for all outstanding Letters of Credit Secured Hedge Agreements and termination of the Commitments Secured Cash Management Agreements has been provided (the “Release Date”), ) and (ii) be is binding upon each Guarantor, its permitted successors and assigns, and (iiib) inure inures to the benefit of and may be enforceable by the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iiib), each of the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.6 10.06 of the Credit Agreement in respect of assignments. No Pursuant to the terms of Section 10.06(a) of the Credit Agreement, no Guarantor (except to the extent such Guarantor is permitted in a transaction permitted by the terms of the Credit Agreement) may assign or otherwise transfer any of its obligations under this Guaranty without first obtaining the prior written consent of the Lenders as set forth in the Credit Agreement. Notwithstanding the foregoing, the continuation provisions set forth above shall not apply to any Guarantor that is released from the Guaranty in accordance with the terms Administrative Agent and conditions set forth in Section 6.7 of the Credit Agreementeach Lender.