Common use of Continuing Guarantee; Assignments Clause in Contracts

Continuing Guarantee; Assignments. The guarantee in this Section 2 is a continuing guarantee, 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 any contingent indemnity obligations not then due), (ii) the termination or expiration of all the Commitments of the Lenders and (iii) the latest date of expiration or termination of all Letters of Credit (unless cash collateralized or otherwise backstopped on terms reasonably satisfactory to the relevant Issuing Lender, the Administrative Agent and KCMH), (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Creditors and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Creditor 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 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 Secured Creditor herein or otherwise, in each case as and to the extent provided in Section 9.06 of the Credit Agreement.

Continuing Guarantee; Assignments. The guarantee in this Section 2 This Guaranty is a continuing guarantee, guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all of the Guaranteed Obligations (and all other than any contingent indemnity obligations not then due)amounts payable under this Guaranty, (ii) the termination or expiration of all the Commitments of the Lenders and (iii) the latest date of expiration or termination of all Letters of Credit and all Secured Hedge Agreements (unless or the date on which such obligations shall have been Cash Collateralized in the case of Letters of Credit or cash collateralized or otherwise backstopped on terms in a manner reasonably satisfactory to each applicable Hedge Bank in the relevant Issuing Lendercase of Secured Hedge Agreements), and (iii) the Administrative Agent and KCMH)Termination Date, (b) be binding upon each Guarantor, Guarantor and its successors and assigns and (c) inure to the benefit of of, and be enforceable by by, the Administrative Agent and the other Secured Creditors Parties and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Creditor Lender Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit this Agreement (including, without limitation, all or any portion of its Commitment or Commitments, the Loans 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 Secured Creditor herein Lender Party under this Article VIII or otherwise, in each case as and to the extent provided in Section 9.06 of the Credit Agreement10.07.

Continuing Guarantee; Assignments. The guarantee of the Company set forth in this Section 2 7.01 is a continuing guarantee, guarantee and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of all of the Guaranteed Obligations (and all other than any contingent indemnity obligations not then due)amounts payable under this Article VII, (ii) the expiration or termination or expiration of all each Letter of Credit issued for the Commitments account of the Lenders any such Borrower and (iii) the latest date of expiration or termination of all Letters of Credit (unless cash collateralized or otherwise backstopped on terms reasonably satisfactory to the relevant Issuing Lender, the Administrative Agent and KCMH)Termination Date, (b) be binding upon each Guarantorthe Company, its successors and assigns and assigns, (c) inure to the benefit of and be enforceable by each Lender and the Secured Creditors Administrative Agent and their respective successors, transferees and assignsassigns and (d) be reinstated if at any time any payment to a Lender or the Administrative Agent hereunder is required to be returned by such Lender or the Administrative Agent, as the case may be. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Creditor each Lender may assign or otherwise transfer all or any a portion of its rights and obligations under the Credit this Agreement (including, without limitation, all or any portion of its Commitments, the Loans Advances owing to it and the Note or any other Notes held by it) to any other Person, and such other Person shall thereupon become vested with all of the benefits in respect thereof granted to such Secured Creditor herein Lender under this Article VII or otherwise, in each case as and to the extent provided in Section 9.06 of the Credit Agreement9.07.

Continuing Guarantee; Assignments. The guarantee in this Section 2 This Guarantee is a continuing guarantee, guarantee and shall (a) remain in full force and effect until the latest later of (i) the payment in full in cash of the Guaranteed Obligations (and all other than any contingent indemnity obligations not then due), amounts payable under this Guarantee and (ii) the termination or expiration of all the Commitments of the Lenders and (iii) the latest date of expiration or termination of all Letters of Credit (unless cash collateralized or otherwise backstopped on terms reasonably satisfactory to the relevant Issuing Lender, the Administrative Agent and KCMH)Commitments, (b) be binding upon each the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Creditors Administrative Agent and the Lenders and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Administrative Agent or any Secured Creditor Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit this Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it Commitments 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 Secured Creditor assignor herein or otherwise, in each case as and to the extent provided in Section 9.06 12.11.1. The Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Credit AgreementLenders.

Continuing Guarantee; Assignments. The guarantee in this Section 2 This Guarantee is a continuing guarantee, guarantee and shall (a) remain in full force and effect until the latest later of (i) the payment in full in cash of the Guaranteed Obligations (and all other than any contingent indemnity obligations not then due), amounts payable under this Guarantee and (ii) the termination or expiration of all the Commitments of the Lenders and (iii) the latest date of expiration or termination of all Letters of Credit (unless cash collateralized or otherwise backstopped on terms reasonably satisfactory to the relevant Issuing Lender, the Administrative Agent and KCMH)Commitments, (b) be binding upon each the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Creditors Administrative Agent and the Lenders and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Administrative Agent or any Secured Creditor Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit this Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it Commitments 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 Secured Creditor assignor herein or otherwise, in each case as and to the extent provided in Section 9.06 12.11.1. The Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Credit Agreement.Lenders. NYDOCS03/899036.8 53