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

Continuing Guaranty; Transfer of Notes. This Guaranty (a)(i) is a continuing guaranty and shall remain in full force and effect until the date upon which all of the Guarantied Obligations are finally paid in full, the Revolving Commitments and the Term Commitments are terminated and all Guarantied Swap Contracts have expired or terminated (the “Release Date”) and (ii) binding upon each Guarantor, its permitted successors and assigns, and (b) inures to the benefit of and be enforceable by Guaranteed Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (b), each of Guaranteed Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guaranteed Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 of the Credit Agreement in respect of assignments. Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of Lenders as set forth in the Credit Agreement.

Continuing Guaranty; Transfer of Notes. This Guaranty (a)(i) is a continuing guaranty and shall remain in full force and effect until the date upon which that the Aggregate Commitments have been terminated, all of the Guarantied Loans and other Obligations are finally have been paid in full, the Revolving Commitments full and the Term Commitments no Letters of Credit are terminated outstanding and all obligations and liabilities in respect of Swap Obligations owed to any Guarantied Swap Contracts Party have expired or terminated been paid in full (the “Release Date”) and (ii) binding upon each Guarantor, its permitted successors and assigns, and (b) inures to the benefit of and be enforceable by Guaranteed the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (b), each of Guaranteed the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guaranteed Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 of the Credit Agreement in respect of assignments. Except as the result of the consummation of a transaction permitted under Section 7.04 or 7.05 of the Credit Agreement, no Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement. If upon any merger, dissolution, liquidation or consolidation permitted under Section 7.04 of the Credit Agreement or any Disposition permitted by Section 7.05 of the Credit Agreement, a Guarantor no longer exists or is no longer a Subsidiary of Limited, such Guarantor shall be released of its obligations hereunder.

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

Continuing Guaranty; Transfer of Notes. This Guaranty (a)(i) is a continuing guaranty and shall remain in full force and effect until the date upon which all of that the Guarantied Obligations are finally paid in full, the Revolving Aggregate Commitments and the Term Commitments are have been terminated and all Guarantied Swap Contracts Loans and other Obligations have expired or terminated been paid in full (the “Release Date”) and (ii) binding upon each the Guarantor, its permitted successors and assigns, and (b) inures to the benefit of and be enforceable by Guaranteed the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (b), each of Guaranteed the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guaranteed Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 of the Credit Agreement in respect of assignments. Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no the Guarantor may not assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement. If upon any merger, dissolution, liquidation or consolidation permitted under Section 7.04 of the Credit Agreement, the Guarantor no longer exists, the Guarantor shall be released of its obligations hereunder.

Continuing Guaranty; Transfer of Notes. This Guaranty (a)(i) is a continuing guaranty and shall (i) remain in full force and effect until the date upon which all of the Guarantied Obligations are finally paid in full, the Revolving Commitments full and the Term Commitments are terminated and all Guarantied Swap Contracts have expired or terminated (the “Release Date”) and ), (ii) be binding upon each Guarantor, its permitted successors and assigns, and (biii) inures inure to the benefit of and be enforceable by Guaranteed the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (biii), each of Guaranteed the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guaranteed Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 of the Credit Agreement in respect of assignments. Except as the result Form of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no Guaranty No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement.

Continuing Guaranty; Transfer of Notes. This Guaranty (a)(i) is a continuing guaranty and shall (i) remain in full force and effect until the date upon which all indefeasible payment in full of the Guarantied Obligations are finally paid in full, the Revolving Commitments and the Term Commitments are terminated and all Guarantied Swap Contracts have expired or terminated (the “Release Date”) and other amounts payable under this Guaranty, (ii) be binding upon each the Guarantor, its permitted successors and assigns, and (biii) inures inure to the benefit of and be enforceable by Guaranteed the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (biii), each any of Guaranteed the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed Obligation owing to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guaranteed Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 10.7 of the Credit Agreement in respect of assignments. Except as ; provided, however, that in the result event of a sale by the Borrower of all of the stock of the Guarantor approved by the Majority Lenders, the Guarantor's obligations hereunder shall terminate upon the consummation of a transaction permitted under Section 7.04 such sale and the application of the proceeds in accordance with the terms of the Credit Agreement, no Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of Lenders as set forth in the Credit Agreement.

Continuing Guaranty; Transfer of Notes. This Guaranty (a)(i) is a continuing guaranty and shall remain in full force and effect until the date upon which all of the Guarantied Obligations are finally paid in full, the Revolving Commitments and the Term Commitments are terminated and all Letters of Credit and Guarantied Swap Contracts have expired or terminated (the “Release Date”) and (ii) binding upon each Guarantor, its permitted successors and assigns, and (b) inures to the benefit of and be enforceable by Guaranteed the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (b), each of Guaranteed the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guaranteed Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 of the Credit Agreement in respect of assignments. Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement.. Form of Guaranty

Continuing Guaranty; Transfer of Notes. This Guaranty (a)(i) is a continuing guaranty and shall remain in full force and effect until the date upon which that the Aggregate Commitments have been terminated, all of the Guarantied Loans and other Obligations are finally have been paid in full, the Revolving Commitments full and the Term Commitments no Letters of Credit are terminated and all Guarantied Swap Contracts have expired or terminated outstanding (the “"Release Date”") and (ii) binding upon each Guarantor, its permitted successors and assigns, and (b) inures to the benefit of and be enforceable by Guaranteed the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (b), each of Guaranteed the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guaranteed Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 of the Credit Agreement in respect of assignments. Except as the result of the consummation of a transaction permitted under Section 7.04 or 7.05 of the Credit Agreement, no Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement. If upon any merger, dissolution, liquidation or consolidation permitted under Section 7.04 of the Credit Agreement or any Disposition permitted by Section 7.05 of the Credit Agreement, a Guarantor no longer exists or is no longer a Subsidiary of Limited, such Guarantor shall be released of its obligations hereunder.

Continuing Guaranty; Transfer of Notes. This Guaranty (a)(i) is a continuing guaranty and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon, and shall (i) remain in full force and effect as to each Guarantor until the date upon which all termination of the Guarantied Loans and when no Note remains outstanding and all Guaranteed Obligations are finally have been indefeasibly paid in full, the Revolving Commitments and the Term Commitments are terminated and all Guarantied Swap Contracts have expired or terminated (the “Release Date”) and (ii) be binding upon each Guarantorthe Guarantors, its permitted their successors and assigns, and (biii) inures inure to the benefit of and be enforceable by Guaranteed the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (biii), each any of Guaranteed the Guarantied Parties may assign or otherwise transfer any Note Notes held by it or the Guarantied Obligations owed Obligation owing to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guaranteed Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Guaranteed Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 10.7 of the Credit Loan Agreement in respect of assignments. Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of Lenders as set forth in the Credit Agreement.

Continuing Guaranty; Transfer of Notes. This Guaranty (a)(i) is a continuing guaranty and shall remain in full force and effect until the date upon which all of the Guarantied Obligations are finally paid in full, the Revolving Commitments and the Term Commitments are terminated and all Letters of Credit and Guarantied Swap Contracts have expired or terminated (the “Release Date”) and (ii) binding upon each Guarantor, its permitted successors and assigns, and (b) inures to the benefit of and be enforceable by Guaranteed the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (b), each of Guaranteed the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guaranteed Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 of the Credit Agreement in respect of assignments. Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement.

Continuing Guaranty; Transfer of Notes. This Subject to Section 9.10 of the Credit Agreement relating to the release of Restricted Subsidiaries from their obligations under the Guaranty, this Guaranty (a)(i) is a continuing guaranty and shall remain in full force and effect until the date upon which all of the Guarantied Obligations are finally paid in full, the Revolving Commitments full (other than contingent indemnification and the Term Commitments are terminated reimbursement obligations) and appropriate credit support for all Guarantied Swap Contracts have expired or terminated outstanding Secured Hedge Agreements and Secured Cash Management Agreements has been provided (the “Release Date”) and (ii) is binding upon each Guarantor, its permitted successors and assigns, and (b) inures to the benefit of and may be enforceable by Guaranteed the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (b), each of Guaranteed the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guaranteed Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 of the Credit Agreement in respect of assignments. Except as Pursuant to the result terms of the consummation of a transaction permitted under Section 7.04 10.06(a) of the Credit Agreement, no Guarantor (except to the extent such Guarantor is permitted in a transaction permitted by the terms of the Credit Agreement) may assign or otherwise transfer any of its obligations under this Guaranty without first obtaining the prior written consent of Lenders as set forth in the Credit AgreementAdministrative Agent and each Lender.

Continuing Guaranty; Transfer of Notes. This Guaranty (a)(i) is a continuing guaranty and shall (i) remain in full force and effect until the date upon which all indefeasible payment in full of the Guarantied Obligations are finally paid in full, the Revolving Commitments and the Term Commitments are terminated and all Guarantied Swap Contracts have expired or terminated (the “Release Date”) and other amounts payable under this Guaranty, (ii) be binding upon each the Guarantor, its permitted successors and assigns, and (biii) inures inure to the benefit of and be enforceable by Guaranteed the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (biii), each any of Guaranteed the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed Obligation owing to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guaranteed Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 10.7 of the Amended and Restated Credit Agreement in respect of assignments. Except as ; provided, however, that in the result event of a sale by the Borrower of all of the stock of the Guarantor approved by the Majority Lenders, the Guarantor's obligations hereunder shall terminate upon the consummation of a transaction permitted under Section 7.04 such sale and the application of the Credit Agreement, no Guarantor may assign any proceeds in accordance with the terms of its obligations under this Guaranty without first obtaining the written consent of Lenders as set forth in the Amended and Restated Credit Agreement.

Continuing Guaranty; Transfer of Notes. This Guaranty (a)(i) is a continuing guaranty and shall (i) remain in full force and effect until the date upon which all indefeasible payment in full of the Guarantied Obligations are finally paid in full, the Revolving Commitments and the Term Commitments are terminated and all Guarantied Swap Contracts have expired or terminated (the “Release Date”) and other amounts payable under this Guaranty, (ii) be binding upon each Guarantorthe Guarantors, its permitted their respective successors and assigns, and (biii) inures inure to the benefit of and be enforceable by Guaranteed the Guarantied Parties and their respective 7 successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (biii), each any of Guaranteed the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed Obligation owing to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guaranteed Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 10.7 of the Credit Agreement in respect of assignments. Except as ; PROVIDED HOWEVER, that in the result event of a sale by the Borrower of all of the stock of a Guarantor approved by the Majority Lenders, the Guarantor's obligations hereunder shall terminate upon the consummation of a transaction permitted under Section 7.04 such sale and the application of the Credit Agreement, no Guarantor may assign any proceeds in accordance with the terms of its obligations under this Guaranty without first obtaining the written consent of Lenders as set forth in the Amended and Restated Credit Agreement.

Continuing Guaranty; Transfer of Notes. This Guaranty (a)(i) is a continuing guaranty and shall remain in full force and effect until the date upon which all of the Guarantied Obligations are finally paid in full, the Revolving Commitments and the Term Commitments are terminated and all Letters of Credit and Guarantied Swap Contracts have expired or terminated (the “Release Date”) and (ii) binding upon each Guarantor, its permitted successors and assigns, and (b) inures to the benefit of and be enforceable by Guaranteed the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (b), Form of Guaranty each of Guaranteed the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guaranteed Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 of the Credit Agreement in respect of assignments. Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement.

Continuing Guaranty; Transfer of Notes. This Guaranty (a)(ia) is (i) a continuing guaranty and shall remain in full force and effect until the date upon which all of the Guarantied Obligations are finally paid in full, the Revolving Commitments and the Term Commitments are terminated and all Letters of Credit and Guarantied Swap Contracts have expired or terminated (the “Release Date”) and (ii) binding upon each Guarantor, its permitted successors and assigns, and (b) inures to the benefit of and be enforceable by Guaranteed the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (b), each of Guaranteed the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guaranteed Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 of the Restated Credit Agreement in respect of assignments. Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Restated Credit Agreement.