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 later of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and (ii) the latest date of expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), (b) be binding upon each Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Loans owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madeAgreements) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and Guaranty, (ii) the latest date expiration or termination of the Aggregate Commitments and (iii) the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), Collateralized) (b) be binding upon each Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Loans owing to it and the Note or Notes held by it) to any other Person in accordance with Person, to the extent permitted under Section 10.07 of the Credit Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than (A) contingent indemnification obligations as with respect to which no claim has been asserted then unasserted claims and (B) Secured Obligations in respect of obligations and liabilities under that may thereafter arise with respect to Obligations in respect of Secured Cash Management Agreements Managements Agreement and Secured Hedge Agreements as 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 which the proposed date of any such termination, stating that arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall financial institutions, in respect thereof have not been made), (ii) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement latest Termination Date for all Facilities and (iiiii) the latest date of expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made)Credit, (b) be binding upon each the Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Administrative Agent and the other Secured Parties and their permitted respective successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Administrative Agent or any other 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 Loans Advances owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Administrative Agent or such other Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 8.07 of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured PartiesAdministrative Agent and the Lenders, other than pursuant to a transaction permitted by the Credit Agreement and consummated any such assignment in accordance with the terms violation of this Section 14 shall be null and conditions contained thereinvoid.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and (ii) the latest date of expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), (b) be binding upon each the Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Loans owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement. No The Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later of such time when each following shall have occurred: (i) the termination of the Aggregate Commitments and the payment in full in cash of the all Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and Loan Documents, (ii) the latest date of termination or expiration or termination of all Letters of Credit, (iii) the termination of all Hedge Contracts with the Credit Parties, and (other than Letters iv) the termination of Credit which have been Cash Collateralized or arrangements satisfactory all the Commitments (such time being referred to herein as the L/C Issuer that issued such Letters of Credit shall have been made“Guaranty Termination”), (b) be binding upon each Guarantor, Guarantor and its successors and assigns and assigns, (c) bind and inure to the benefit of and be enforceable by the Secured Parties Administrative Agent, each Lender, and the Issuing Lender, and their permitted respective successors, permitted and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and permitted assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c) ), subject to Section 10.06 of the immediately preceding sentenceCredit Agreement, the Administrative Agent, the Issuing Agent, and any Secured Party 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 CommitmentsCommitment, the Loans Advances owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party Lender herein or otherwise, subject, however, in each case as and all respects to the extent provided in Section 10.07 provisions of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest herein without the prior written consent of the Secured Parties, held by it under a Hedge Contract to any other than Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Lender under this Guaranty only if such Person is also then a transaction permitted by Lender or an Affiliate of a Lender. Guarantor acknowledges that upon any Person becoming a Lender or the Credit Agreement and consummated Administrative Agent in accordance with the terms and conditions contained thereinCredit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and and, subject to Section 14 below, shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed First Lien Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (ii) the Lenders have no further commitment to lend under the Credit Agreement Latest Maturity Date of all Commitments and Loans and (iiiii) the latest date of expiration or termination of all Letters of Credit Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which have been Cash Collateralized or other arrangements satisfactory to the Administrative Agents and the applicable L/C Issuer that issued such Letters of Credit shall Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made), ) (b) be binding upon each Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Loans owing to it and it, the Note or Notes held by it) ), any Cash Management Agreement or Secured Hedge Agreement, as applicable, to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement or in the comparable provisions of any Cash Management Agreement or Secured Hedge Agreement, as applicable. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and and, subject to Section 14 below, shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed First Lien Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (ii) the Lenders have no further commitment to lend under the Credit Agreement Latest Maturity Date of all Commitments and Loans and (iiiii) the latest date of expiration or termination of all Letters of Credit Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which have been Cash Collateralized or other arrangements satisfactory to the Administrative Agents and the applicable L/C Issuer that issued such Letters of Credit shall Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made), ) (b) be binding upon each GuarantorHoldings, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Loans owing to it and it, the Note or Notes held by it) ), any Cash Management Agreement or Secured Hedge Agreement, as applicable, to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement or in the comparable provisions of any Cash Management Agreement or Secured Hedge Agreement, as applicable. No Guarantor Holdings shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification or other contingent obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements Agreements, in each case, as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have no claim has been madeasserted) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and (ii) the latest date of expiration or termination of all Letters of Credit (other than Letters of Credit which that have been Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been madeCollateralized), (b) be binding upon each Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Loans owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and and, subject to Section 14 below, shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed First Lien Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (ii) the Lenders have no further commitment to lend under the Credit Agreement Latest Maturity Date of all Term Commitments and Term Loans and (iiiii) the latest date of expiration or termination of all Letters of Credit Secured Hedge Agreements (other than Letters of Credit Secured Hedge Agreements as to which have been Cash Collateralized or other arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall Administrative Agent and the applicable Hedge Bank have been made), ) (b) be binding upon each Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Term Commitments, the Term Loans owing to it and it, the Note or Notes held by it) or any Secured Hedge Agreement to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement or in the comparable provisions of any Secured Hedge Agreement, as applicable. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and (ii) the latest date of expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), (b) be binding upon each Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Loans owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until until, subject to Section 4, such time when each of the later of following shall have occurred: (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and Commitments, (ii) the latest date of termination or expiration or termination of all Letters of Credit (other than Letters of Credit with respect to which have been Cash Collateralized or other arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall Collateral Agent and the Issuing Lender have been made), (iii) the termination of all Hedge Contracts with the Lender Swap Counterparties (other than Hedge Contracts with any Lender Swap Counterparty with respect to which other arrangements satisfactory to such Lender Swap Counterparty and the Borrower have been made), and (iv) the indefeasible payment in full in cash of all Secured Obligations (other than (1) Swap Obligations with respect to which other arrangements satisfactory to the Lender Swap Counterparty and the Borrower have been made, (2) indemnity obligations and similar obligations that survive the termination of this Guaranty for which no notice of a claim has been received by Guarantor), and (3) Banking Services Obligations not yet due and payable (such time being referred to herein as the “Guaranty Termination”), (b) be binding upon each Guarantor, Guarantor and its successors and assigns and assigns, (c) bind and inure to the benefit of and be enforceable by the Secured Parties Collateral Agent, the Administrative Agent, the Issuing Lender, the Swing Line Lender, and each other Lender and their permitted respective successors, permitted and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and permitted assigns, and (d) inure to the benefit of and be enforceable by a Lender Swap Counterparty, any Banking Service Provider and each of their respective successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c) ), subject to Section 9.06 of the immediately preceding sentenceCredit Agreement, any Secured Party the Collateral Agent, the Administrative Agent, the Issuing Lender, the Swing Line Lender, and each other 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 CommitmentsCommitment, the Loans Advances owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party Lender herein or otherwise, subject, however, in each case as and all respects to the extent provided in Section 10.07 provisions of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder Furthermore, when (i) any Lender Swap Counterparty assigns or otherwise transfers any interest herein without the prior written consent of the Secured Parties, held by it under a Hedge Contract to any other than Person pursuant to the terms of such agreement, or (ii) any Banking Service Provider transfers any Banking Services Obligation to any other Person, in each case, that other Person shall thereupon become vested with all the benefits held by such Lender under this Guaranty only if such Person is also then a transaction permitted by Lender or an Affiliate of a Lender. Guarantor acknowledges that upon any Person becoming a Lender, the Credit Agreement and consummated Issuing Lender, the Swing Line Lender, the Collateral Agent, or the Administrative Agent in accordance with the terms and conditions contained thereinCredit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later of (i) the termination of the Aggregate Commitments and the payment in full in cash of the all Guaranteed Obligations and all other amounts (payable under the Credit Documents, the termination or cash collateralization of all Letter of Credit Obligations, the termination of all Lender Hedging Agreements with the Beneficiaries or entering into other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty Beneficiaries with respect thereto and the Lenders have no further commitment to lend under the Credit Agreement and (ii) the latest date of expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made)Commitments, (b) be binding upon each Guarantor, Guarantor and its successors and assigns and assigns, except that Guarantor shall not have the right to assign its rights or delegate its duties under this Guaranty without the prior written consent of each Lender, (c) bind and inure to the benefit of and be enforceable by the Secured Parties Administrative Agent, each Lender, and each Issuing Bank, and their permitted respective successors, permitted and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and permitted assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c) ), subject to Section 9.06 of the immediately preceding sentenceCredit Agreement, any Secured Party 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 CommitmentsCommitment, the Loans Advances owing to it and the Note or Notes (if any) held by it) to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party Lender herein or otherwise, subject, however, in each case as and all respects to the extent provided in Section 10.07 provisions of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest herein without held by it under a Lender Hedging Agreement to any other Swap Counterparty pursuant to the prior written consent terms of such agreement, that other Swap Counterparty to the extent it is a Lender or an Affiliate of a Lender shall thereupon become vested with all the benefits held by the assigning Swap Counterparty under this Guaranty, subject, however, in all respects to the provisions of the Secured PartiesCredit Agreement. Guarantor acknowledges that upon any Person becoming a Lender, other than pursuant to a transaction permitted by the Credit Agreement and consummated Administrative Agent, or an Issuing Bank in accordance with the terms and conditions contained thereinCredit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and Guaranty, (ii) the latest date of expiration or termination of all Letters of Secured Hedge Agreements, Secured Cash Management Agreements and Secured Specified Credit Agreements (other than Letters of Credit or the date on which such obligations shall have been cash collateralized in a manner reasonably satisfactory to each applicable Hedge Bank, Cash Collateralized Management Bank, or arrangements Specified Credit Bank, as the case may be), and (iii) the earlier of (A) the Termination Date and (B) the date on which the Loan Parties shall have executed and delivered to the Administrative Agent an agreement, in form and substance reasonably satisfactory to the L/C Issuer that issued such Letters Administrative Agent, terminating their rights under Sections 2.18 and 2.19 of the Credit shall have been made)Agreement, (b) be binding upon each Guarantor, Guarantor and its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Administrative Agent and the other Secured Parties and their permitted respective successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Loans Advances owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 9.07 of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and Guaranty, (ii) the latest date of expiration or termination of all US Letters of Credit and all US Secured Cash Management Agreements (other than Letters of Credit or the date on which all US L/C Obligations shall have been Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit and all obligations under US Secured Cash Management Agreements shall have been madecash collateralized in a manner reasonably satisfactory to each applicable US Cash Management Bank), and (iii) the expiration or termination of all US Revolving Credit Commitments (including the expiration or termination of the US Borrowers’ rights under Section 2.19 of the Credit Agreement), (b) be binding upon each Guarantor, US Guarantor and its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the US Administrative Agent and the other US Secured Parties and their permitted respective successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any US 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 US Revolving Credit Commitments, the Loans US Revolving Credit Advances owing to it and the Note or Notes held by itit in respect of the US Revolving Facility) to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such US Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement. No US Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the US Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and and, subject to Section 14 below, shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed First Lien Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (ii) the Lenders have no further commitment to lend under the Credit Agreement Latest Maturity Date of all Term Commitments and Term Loans and (iiiii) the latest date of expiration or termination of all Letters of Credit Secured Hedge Agreements (other than Letters of Credit Secured Hedge Agreements as to which have been Cash Collateralized or other arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall Administrative Agent and the applicable Hedge Bank have been made), ) (b) be binding upon each GuarantorHoldings, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Term Commitments, the Term Loans owing to it and it, the Note or Notes held by it) or any Secured Hedge Agreement to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement or in the comparable provisions of any Secured Hedge Agreement, as applicable. No Guarantor Holdings shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained thereinCollateral Agent.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and Guaranty, (ii) the latest date of expiration expiration, cancellation or termination of all Letters of Credit and all Secured Hedge Agreements (other than Letters of Credit which have been Cash Collateralized or arrangements the cash collateralization thereof in a manner satisfactory to the L/C Issuer that issued such Letters Secured Parties) and (iii) the termination of Credit shall have been made)all Commitments, (b) be binding upon each the Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement Del Monte Subsidiary Guaranty (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 in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 11.06 of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties. Notwithstanding anything herein to the contrary, the Administrative Agent agrees to release this Guaranty and all obligations of the Guarantors hereunder during a Guaranty Release Period on the terms set forth in the Credit Agreement. In addition, after December 31, 2005, the Administrative Agent agrees to release this Guaranty and all obligations of the initial Guarantors hereunder, and to execute and deliver (at the Borrower's expense) all documents or other than pursuant instruments that the Borrower shall reasonably request to evidence such termination and release, so long as at such time (x) no Default or Event of Default has occurred and is continuing, (y) no such Guarantor qualifies as a transaction permitted Material Subsidiary and all such Guarantors taken together as one entity would not qualify as a Material Subsidiary and (z) the guaranty of such Guarantors in favor of the holders of any Subordinated Notes will be terminated contemporaneously therewith, subject to receipt by the Credit Agreement Administrative Agent of a certificate of a Responsible Officer of the Borrower as to the satisfaction of the conditions set forth in the preceding clauses (x), (y) and consummated (z), showing the calculations used in accordance determining compliance with the terms and conditions contained thereinclause (y).

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) with respect to the Lender Parties, remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and Guaranty, (ii) the Lenders have no further commitment to lend under the Credit Agreement Termination Date and (iiiii) the latest date of expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made)Credit, (b) with respect to any Hedge Bank until the termination of its respective Hedge Agreement, (c) with respect to any Operating Lender until the termination of its respective Operating Indebtedness Agreement, (d) be binding upon each the Guarantor, its successors and assigns and (ce) bind and inure to the benefit of and be enforceable by the Secured Parties Lender Parties, the Hedge Banks and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (ce) of the immediately preceding sentence, any Secured Lender Party may assign or otherwise transfer all or any portion of its rights and obligations commitments under the Credit Agreement (including, without limitation, all or any portion of its CommitmentsObligations, the Loans Advances owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Lender Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest herein (x) with respect to the Guaranteed Obligations owed to the Lender Parties, without the prior written consent of the Secured Lender Parties, other than pursuant (y) with respect to the Guaranteed Obligations owed to a transaction permitted by Hedge Bank, without the Credit Agreement prior written consent of such Hedge Bank, and consummated in accordance (z) with respect to the terms and conditions contained thereinGuaranteed Obligations owed to an Operating Lender under an Operating Indebtedness Agreement, without prior written consent of such Operating 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 later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and Guaranty, (ii) the Lenders have no further commitment to lend under the Credit Agreement Maturity Date and (iiiii) the latest date of expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made)Credit, (b) be binding upon each the Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties Lenders and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party 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 Loans owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party Lender herein or otherwise, in each case as and to the extent provided in Section 10.07 10.06 of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured PartiesLenders. If at any time any payment of the principal of or interest on any Loan, or any other than pursuant to a transaction permitted amount payable by the Borrower or any other party under the Credit Agreement and consummated or any other Loan Document (including a payment effected through exercise of a right of setoff) is rescinded, or is or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise (including pursuant to any settlement entered into by a holder of Guaranteed Obligations in accordance its discretion), each of the Guarantors’ obligations hereunder with the terms and conditions contained therein.respect to such payment shall be reinstated as though such payment had been due but not made at such time. Form of Guaranty

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and Guaranty, (ii) the latest date of expiration expiration, cancellation or termination of all Letters of Credit Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit which have been Cash Collateralized or arrangements the cash collateralization thereof in a manner satisfactory to the L/C Issuer that issued such Letters Secured Parties) and (iii) the termination of Credit shall have been made)all Commitments, (b) be binding upon each the Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted Form of Guaranty transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Loans owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 11.06 of the Credit Agreement. No Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the Secured Parties. Notwithstanding anything herein to the contrary, other than pursuant the Administrative Agent agrees to release this Guaranty and all obligations of the Guarantors hereunder during a transaction permitted by Guaranty Release Period on the terms set forth in the Credit Agreement and consummated or at such other times pursuant to such other conditions as set forth in accordance with the terms and conditions contained thereinCredit Agreement.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and and, subject to Section 14 below, shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed ABL Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (ii) the Lenders have no further commitment to lend under the Latest Maturity Date of all Revolving Credit Agreement Commitments and Loans and (iiiii) the latest date of expiration or termination of all Letters of Credit Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which have been Cash Collateralized or other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer that issued such Letters of Credit shall Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made), ) (b) be binding upon each GuarantorHoldings, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Revolving Credit Commitments, the Loans owing to it and it, the Note or Notes held by it) ), any Cash Management Agreement or Secured Hedge Agreement, as applicable, to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement or in the comparable provisions of any Cash Management Agreement or Secured Hedge Agreement, as applicable. No Guarantor Holdings shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and and, subject to Section 14 below, shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed ABL Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (ii) the Lenders have no further commitment to lend under the Latest Maturity Date of all Revolving Credit Agreement Commitments and Loans and (iiiii) the latest date of expiration or termination of all Letters of Credit Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which have been Cash Collateralized or other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer that issued such Letters of Credit shall Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made), ) (b) be binding upon each Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Revolving Credit Commitments, the Loans owing to it and it, the Note or Notes held by it) ), any Cash Management Agreement or Secured Hedge Agreement, as applicable, to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement or in the comparable provisions of any Cash Management Agreement or Secured Hedge Agreement, as applicable. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madeAgreements) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and (ii) the latest date of expiration without any pending drawing or termination of all Letters of Credit (other than in the case of Letters of Credit which have been Cash Collateralized or as to which arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), (b) be binding upon each the Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Loans owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement. No The Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until such time when each of the later of following shall have occurred: (i) the termination of the Aggregate Commitments and the indefeasible payment in full in cash of the all Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and Loan Documents, (ii) the latest date of termination or expiration or termination of all Letters of Credit Credit, (iii) the termination of all Hedge Contracts with the Swap Counterparties (other than Letters of Credit Hedge Contracts with any Swap Counterparty with respect to which have been Cash Collateralized or other arrangements satisfactory to such Swap Counterparty and the L/C Issuer that issued such Letters of Credit shall Borrower have been mademade or have been deemed to have to been made under Section 8.08(b) of the Credit Agreement), and (iv) the termination of all the Commitments (such time being referred to herein as the “Guaranty Termination”), (b) be binding upon each Guarantor, Guarantor and its successors and assigns and assigns, (c) bind and inure to the benefit of and be enforceable by the Secured Parties Administrative Agent, the Issuing Lender and each Lender and their permitted respective successors, permitted and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and permitted assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c) ), subject to Section 9.06 of the immediately preceding sentenceCredit Agreement, any Secured Party Administrative Agent, the Issuing Lender and each 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 CommitmentsCommitment, the Loans Advances owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party Lender herein or otherwise, subject, however, in each case as and all respects to the extent provided in Section 10.07 provisions of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest herein without the prior written consent of the Secured Parties, held by it under a Hedge Contract to any other than Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Lender under this Guaranty only if such Person is also then a transaction permitted by Lender or an Affiliate of a Lender. Each Guarantor acknowledges that upon any Person becoming a Lender or the Credit Agreement and consummated Administrative Agent in accordance with the terms and conditions contained thereinCredit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and applies to all Obligations whenever arising and is a guaranty of payment and performance. This Guaranty is irrevocable and shall (ai) remain in full force and effect until the later of (i) the termination of the Aggregate Commitments and the indefeasible payment in full in cash and full discharge of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and the Lenders have no further commitment to lend under termination of all Commitments (the Credit Agreement and “Guaranty Termination Date”), (ii) the latest date of expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), (b) be binding upon on each Guarantor, its successors and assigns assigns, subject to the prior release of any such Guarantor pursuant to the terms of the Credit Agreement and (ciii) bind and inure to the benefit of and be enforceable by the DIP Agent, the DIP Lenders and any other Secured Parties and and, in each case, their permitted successorsrespective successors and, permitted transferees and in the case of assignments made in accordance with the Credit Agreement, their respective permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party Each DIP Lender 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 DIP Loans owing to it and the Note or Notes held by it) to any other Person as set forth in accordance with Section 10.07 9.06 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 such Secured Party DIP Lender herein or otherwise, in each case as and to the extent provided in Section 10.07 9.06 of the Credit Agreement. No Except as otherwise expressly permitted under the Credit Agreement, no Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured PartiesRequired DIP Lenders (such consent not to be unduly withheld, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained thereinconditioned or delayed).

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and and, subject to Section 14 below, shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed First Lien Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (ii) the Lenders have no further commitment to lend under the Credit Agreement Latest Maturity Date of all Term Commitments and Term Loans and (iiiii) the latest date of expiration or termination of all Letters of Credit Secured Hedge Agreements (other than Letters of Credit Secured Hedge Agreements as to which have been Cash Collateralized or other arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall Administrative Agent and the applicable Hedge Bank have been made), ) (b) be binding upon each GuarantorHoldings, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Term Commitments, the Term Loans owing to it and it, the Note or Notes held by it) or any Secured Hedge Agreement to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement or in the comparable provisions of any Secured Hedge Agreement, as applicable. No Guarantor Holdings shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until such time when each of the later of following shall have occurred: (i) the termination of the Aggregate Commitments and the indefeasible payment in full in cash of the all Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and Loan Documents, (ii) the latest date of termination or expiration or termination of all Letters of Credit Credit, (iii) the termination of all Hedge Contracts with the Swap Counterparties (other than Letters of Credit Hedge Contracts with any Swap Counterparty with respect to which have been Cash Collateralized or other arrangements satisfactory to such Swap Counterparty and the L/C Issuer that issued such Letters of Credit shall Borrower have been mademade or have been deemed to have to been made under Section 8.08(b) of the Credit Agreement), and (iv) the termination of all the Commitments (such time being referred to herein as the “Guaranty Termination”), (b) be binding upon each Guarantor, Guarantor and its successors and assigns and assigns, (c) bind and inure to the benefit of and be enforceable by the Secured Parties Administrative Agent, the Issuing Lender and each Lender and their permitted respective successors, permitted and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and permitted assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c) ), subject to Section 9.06 of the immediately preceding sentenceCredit Agreement, any Secured Party Administrative Agent, the Issuing Lender and each 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 CommitmentsCommitment, the Loans Advances owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party Lender herein or otherwise, subject, however, in each case as and all respects to the extent provided in Section 10.07 provisions of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest herein without the prior written consent of the Secured Parties, held by it under a Hedge Contract to any other than Person pursuant to a transaction permitted by the terms of such agreement, that other Third Amended and Restated Guaranty Third Amended and Restated Credit Agreement and consummated Person shall thereupon become vested with all the benefits held by such Lender under this Guaranty only if such Person is also then a Lender or an Affiliate of a Lender. Each Guarantor acknowledges that upon any Person becoming a Lender or the Administrative Agent in accordance with the terms and conditions contained thereinCredit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madeAgreements) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and (ii) the latest date of expiration without any pending drawing or termination of all Letters of Credit (other than in the case of Letters of Credit which have been Cash Collateralized or as to which arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), (b) be binding upon each Subsidiary Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Loans owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement. No Subsidiary Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and the Lenders have no further commitment to lend under later of (i) the Credit Agreement and Termination Date, (ii) the latest date expiration, termination, or cancellation of all Letters of Credit or, if the outstanding obligation under the Letter of Credit Facility is the sole Obligation of the Borrower to the Lenders outstanding under the Credit Agreement, the full collateralization of such Obligation in amounts and form acceptable to Issuing Banks, and (iii) the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made)Bank Hedge Agreements, (b) be binding upon each Guarantor, its successors and assigns (except that no Guarantor shall have the right to assign any of its rights hereunder or any interest herein without the prior written consent of the Guaranteed Parties), and (c) bind and inure to the benefit of and be enforceable by the Secured Administrative Agent and the other Guaranteed Parties and their permitted respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c) of the immediately preceding sentence), any Secured Guaranteed 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 CommitmentsCommitment, the Loans Advances owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Guaranteed Party herein by this Guaranty or otherwise, in each case as and to the maximum extent provided in Section 10.07 of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until such time when each of the later of following shall have occurred: (i) the termination of the Aggregate Commitments and the indefeasible payment in full in cash of the all Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and Loan Documents, (ii) the latest date of termination or expiration or termination of all Letters of Credit (other than Letters of Credit to which have been Cash Collateralized or other arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall applicable Issuing Lender in its sole discretion have been made) and the termination of all obligations of the Issuing Lender and the Lenders in respect of Letters of Credit, (iii) the termination of all Hedge Contracts with the Swap Counterparties (other than Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to such Swap Counterparty have been made or have been deemed to have to been made under Section 8.08(b) of the Credit Agreement), and (iv) the termination of all the Commitments (such time being referred to herein as the "Guaranty Termination"), (b) be binding upon each Guarantor, Guarantor and its successors and assigns and assigns, (c) bind and inure to the benefit of and be enforceable by the Secured Parties Administrative Agent, the Issuing Lender and each Lender and their permitted respective successors, permitted and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and permitted assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty, a Treasury Management Bank, and each of their successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c) ), subject to Section 9.06 of the immediately preceding sentenceCredit Agreement, any Secured Party Administrative Agent, the Issuing Lender and each 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 CommitmentsCommitment, the Loans Advances owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party Lender herein or otherwise, subject, however, in each case as and all respects to the extent provided in Section 10.07 provisions of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest herein without the prior written consent of the Secured Parties, held by it under a Hedge Contract to any other than Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Lender under this Guaranty only if such Person is also then a transaction permitted by Lender or an Affiliate of a Lender. Each Guarantor acknowledges that upon any Person becoming a Lender or the Credit Agreement and consummated Administrative Agent in accordance with the terms and conditions contained thereinCredit Agreement, such Person shall be entitled to the benefits hereof.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than (A) contingent indemnification obligations as with respect to which no claim has been asserted then unasserted claims and (B) Secured Obligations in respect of obligations and liabilities under that may thereafter arise with respect to Obligations in respect of Secured Cash Management Agreements Managements Agreement and Secured Hedge Agreements as 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 which the proposed date of any such termination, stating that arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall financial institutions, in respect thereof have not been made), (ii) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement latest Termination Date for all Facilities and (iiiii) the latest date of expiration or termination of all Letters of Credit (other than unless such Letters of Credit which have been Cash Collateralized or arrangements backstopped in a manner reasonably satisfactory to the L/C Issuer that issued such Letters of Credit shall have been madeapplicable Issuing Bank), (b) be binding upon each the Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Administrative Agent and the other Secured Parties and their permitted respective successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Administrative Agent or any other 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 Loans Advances owing to it and the Note or Notes held by it) to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Administrative Agent or such other Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 8.07 of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured PartiesAdministrative Agent and the Lenders, other than pursuant to a transaction permitted by the Credit Agreement and consummated any such assignment in accordance with the terms violation of this Section 14 shall be null and conditions contained thereinvoid.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and and, subject to Section 14 below, shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed First Lien Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (ii) the Lenders have no further commitment to lend under the Credit Agreement Latest Maturity Date of all Term Commitments and Term Loans and (iiiii) the latest date of expiration or termination of all Letters of Credit Secured Hedge Agreements (other than Letters of Credit Secured Hedge Agreements as to which have been Cash Collateralized or other arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall Administrative Agent and the applicable Hedge Bank have been made), ) (b) be binding upon each Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Term Commitments, the Term Loans owing to it and it, the Note or Notes held by it) or any Secured Hedge Agreement to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement or in the comparable provisions of any Secured Hedge Agreement, as applicable. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained thereinCollateral Agent.

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later latest of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than contingent indemnification obligations as to which no claim has been asserted Unmatured Surviving Obligations and obligations Obligations in respect of Secured Hedge Agreements and liabilities under Secured Cash Management Agreements that by their terms survive the termination of such Agreement but are not, as of the date of determination, due and Secured Hedge Agreements as to payable and for which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have no outstanding claim has been made), (ii) payable under this Guaranty and the termination or expiration of all of the Commitments of the Lenders have no further commitment to lend under the Credit Agreement and (iiiii) the latest date of expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements unless cash collateralized in a manner reasonably satisfactory to the L/C Issuer that issued such Letters of Credit shall have been madeIssuer), (b) be binding upon each Guarantor, its successors and permitted assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, 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 Loans owing to it and the Note or Notes Notes, if any, held by it) to any other Person in accordance with Section 10.07 of the Credit AgreementPerson, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 10.06 of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than . Notwithstanding anything herein to the contrary (i) the obligations under any Secured Hedge Agreement and Secured Cash Management Agreements shall be guaranteed pursuant to a transaction permitted by this Guaranty only to the extent that, and for so long as, the Obligations under the Credit Agreement are so guaranteed and consummated (ii) any release of any Guarantor effected in accordance with the terms manner permitted by this Guaranty and conditions contained thereinthe Credit Agreement shall not require the consent of the holders of obligations of any Secured Hedge Agreement or Secured Cash Management Agreements.