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 termination of the obligations of the Financing Lenders to make the Loans, and payment in full thereafter of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) be binding upon each Guarantors and its successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guaranteed Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), any of the Guaranteed ------------ Parties may assign or otherwise transfer any note held by it or Obligation 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 Guaranteed Party herein or otherwise with respect to such of the notes and Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 12.1 of the Participation Agreement in respect of assignments.

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 the Obligations and termination of the obligations Commitments of all Banks (the Financing Lenders to make the Loans, and payment in full thereafter of the Guaranteed Obligations and all other amounts payable under this Guaranty"Release Date"), (ii) be binding upon each Guarantors and the Guarantor, its successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guaranteed Guarantied Parties and their respective successors, transferees transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), any each of the Guaranteed ------------ Guarantied Parties may assign or otherwise transfer any note Note held by it or Obligation Guarantied Obligations 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 Guaranteed Guarantied Party herein or otherwise with respect to such of the notes Notes and Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 12.1 10.7(d) of the Participation Credit Agreement in respect of assignments. No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of all Banks, and any purported assignment or transfer without such consent shall be void.

Continuing Guaranty; Transfer of Notes. This Subject to Section -------------------------------------- 11, this Guaranty is a continuing -------------------------------------- guaranty and shall (i) remain in full force and effect until payment in full of the Obligations payable under this Guaranty after termination of the obligations of the Financing Lenders to make the Loans, and payment in full thereafter of the Guaranteed Obligations and all other amounts payable under this GuarantyCommitments, (ii) be binding upon each Guarantors and Guarantor, its successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guaranteed Guarantied Parties and their respective successors, transferees transferees, and assigns. Without limiting the generality of the foregoing clause (iii), any each of the Guaranteed ------------ Guarantied Parties may assign or otherwise transfer any note Note held by it or Obligation Obligations 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 Guaranteed Guarantied Party herein or otherwise with respect to such of the notes Notes and Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 12.1 11.6 of the Participation Credit Agreement in respect of assignments.

Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing -------------------------------------- guaranty and shall (i) remain in full force and effect until termination of the obligations of the Financing Lenders to make the Loans, and payment in full thereafter of the Guaranteed Obligations and all other amounts payable under this GuarantyRelease Date, (ii) be binding upon each Guarantors and Guarantor, its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guaranteed Guarantied Parties and their respective successors, transferees permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), any each of the Guaranteed ------------ Guarantied Parties may assign or otherwise transfer any note Note held by it or Obligation owing 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 Guaranteed Guarantied Party herein or otherwise with respect to such of the notes Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 12.1 10.07 of the Participation 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.

Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing -------------------------------------- guaranty and shall (i) remain in full force and effect until termination of the obligations of the Financing Lenders to make the Loans, and payment in full thereafter of the Guaranteed Obligations and all other amounts payable under this GuarantyRelease Date, (ii) be binding upon each Guarantors and Guarantor, its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guaranteed Guarantied Parties and their respective successors, transferees permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), any each of the Guaranteed ------------ Guarantied Parties may assign or otherwise transfer any note Note held by it or Obligation owing 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 Guaranteed Guarantied Party herein or otherwise with respect to such of the notes Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 12.1 10.07 of the Participation Credit Agreement in respect of assignments. Except as the result of the consummation of a transaction permitted under Section 7.04(a) 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.

Continuing Guaranty; Transfer of Notes. This Subject to Section 11, this Guaranty is a continuing -------------------------------------- guaranty and shall (i) remain in full force and effect until termination of the obligations of the Financing Lenders to make the Loans, and payment in full thereafter of the Guaranteed Obligations and all other amounts payable under this GuarantyRelease Date, (ii) be binding upon each Guarantors and Guarantor, its successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guaranteed Parties and their respective successors, transferees transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), any each of the Guaranteed ------------ Parties may assign or otherwise transfer any note Note held by it or Obligation Guaranteed Obligations 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 Guaranteed Party herein or otherwise with respect to such of the notes Notes and Guaranteed Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 12.1 11.6 of the Participation Credit Agreement in respect of assignments. No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of all Lenders, and any purported assignment or transfer without such consent shall be void.

Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing -------------------------------------- guaranty and shall (i) remain in full force and effect until termination of the obligations of the Financing Lenders to make the Loans, and payment in full thereafter of the Guaranteed Obligations and all other amounts payable under this GuarantyRelease Date, (ii) be binding upon each Guarantors and Guarantor, its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guaranteed Guarantied Parties and their respective successors, transferees permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), any each of the Guaranteed ------------ Guarantied Parties may assign or otherwise transfer any note Note held by it or Obligation owing 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 Guaranteed Guarantied Party herein or otherwise with respect to such of the notes Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 12.1 10.06 of the Participation 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.

Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing -------------------------------------- guaranty and shall (i) remain in full force and effect until termination of the obligations of the Financing Lenders to make the Loans, and payment date upon which all Obligations are paid in full thereafter of and the Guaranteed Obligations and all other amounts payable under this GuarantyCommitments are terminated (the “Release Date”), (ii) be binding upon each Guarantors and the Guarantor, its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guaranteed Guarantied Parties and their respective successors, transferees permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), any each of the Guaranteed ------------ Guarantied Parties may assign or otherwise transfer any note Note held by it or Obligation owing 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 Guaranteed Guarantied Party herein or otherwise with respect to such of the notes Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 12.1 10.06 of the Participation Credit Agreement in respect of assignments. The Guarantor may not assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement.

Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing -------------------------------------- guaranty and shall (i) remain in full force and effect until termination of the obligations of the Financing Lenders to make the Loans, and payment in full thereafter of the Guaranteed Obligations and all other amounts payable under this GuarantyRelease Date, (ii) be binding upon each Guarantors and Guarantor, its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guaranteed Guarantied Parties and their respective successors, transferees permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), any each of the Guaranteed ------------ Guarantied Parties may assign or otherwise transfer any note Note held by it or Obligation owing 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 Guaranteed Guarantied Party herein or otherwise with respect to such of the notes Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 12.1 10.07 of the Participation 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.

Continuing Guaranty; Transfer of Notes. This Guaranty is a -------------------------------------- continuing -------------------------------------- guaranty and shall (i) remain in full force and effect until termination of the obligations of the Financing Lenders to make the Loans, and payment in full thereafter of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) be binding upon each Guarantors and its successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guaranteed Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), any of the ------------ Guaranteed ------------ Parties may assign or otherwise transfer any note held by it or Obligation 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 Guaranteed Party herein or otherwise with respect to such of the notes and Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 12.1 of the Participation Agreement in respect of assignments.