Common use of Continuing Guaranty; Assignments Clause in Contracts

Continuing Guaranty; Assignments. This ARTICLE XI is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment in Full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI and the Final Maturity Date and (b) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, its Loans, the Reimbursement Obligations and the Letter of Credit Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.

Continuing Guaranty; Assignments. This ARTICLE XI XII is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment in Full date on which all of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI XII shall have been Paid in Full and the Final Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Revolving Credit Commitments, Term Loan A Commitments, Term Loan B Commitments, its Loans, the Reimbursement Obligations Loans and the Letter of Credit Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 12.0713.07.

Continuing Guaranty; Assignments. This ARTICLE XI IX is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment cash payment in Full full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI IX and as to Term Loan A-1, the Final Term Loan A-1 Maturity Date and as to Term Loan A and Term Loan B. the Final Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Agent and the L/C Issuer Lenders and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Term Loan A Commitment, its Term Loan A-1 Commitments, its LoansTerm Loan B Commitment, the Reimbursement Obligations and the Letter of Credit Obligations its Loans owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.0710.07.

Continuing Guaranty; Assignments. This ARTICLE XI Article is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of (i) the Payment cash payment in Full full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI Article and (ii) the Final Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, including all or any portion of its Commitments, its Loans, the Reimbursement Obligations and the Letter of Credit Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.

Continuing Guaranty; Assignments. This ARTICLE XI is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment cash payment in Full full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI and the Final Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Revolving Credit Commitments, its Revolving Loans, the Reimbursement Obligations and the Letter of Credit Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.

Continuing Guaranty; Assignments. This ARTICLE XI is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment cash payment in Full full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI and the Final Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, its Loans, the Reimbursement Obligations and the Letter of Credit Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.

Continuing Guaranty; Assignments. This ARTICLE XI Article is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment cash payment in Full full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI Article and the Final Maturity Date and Revolving Credit Termination Date, (b) be binding upon the Guarantor, its successors and assigns, (c) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Lender and the L/C Issuer and their its successors, pledgees, transferees and assignsassigns and (d) shall continue to be effective or shall be reinstated as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Lenders upon the insolvency, bankruptcy or reorganization of the Borrower or any Guarantor or otherwise, all as though such payment had not been made. Without limiting the generality of the foregoing clause (c), any the Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, its LoansCommitment, the Reimbursement Obligations Loans owing to it and the Letter of Credit Obligations owing to Note held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such the Lender herein or otherwise, in each case as provided in Section 12.07.11.07. SECTION 10.05

Continuing Guaranty; Assignments. This ARTICLE XI is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later termination of all Commitments and the Payment indefeasible payment in Full full of all of the Guaranteed Obligations Obligations, (other than indemnification obligations as to which no claim has been madeb) be binding upon each A and all other amounts payable under this ARTICLE XI B Guarantor party hereto, its successors and the Final Maturity Date assigns and (bc) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer and their permitted successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, its Loans, the Reimbursement Obligations and Obligations, the Letter of Credit Obligations and all other Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.

Continuing Guaranty; Assignments. This ARTICLE Article XI is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment cash payment in Full full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE Article XI and the Final Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, its Loans, the Reimbursement Obligations and the Letter of Credit Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.

Continuing Guaranty; Assignments. This ARTICLE XI Article is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment cash payment in Full full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI Article and the Final Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, its Loans, the Reimbursement Obligations and the Letter of Credit Obligations owing to it and any Note held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.. -84- 89

Continuing Guaranty; Assignments. This ARTICLE XI is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment cash payment in Full full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI and the Final Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the AgentsAgent, the Lenders, the Bank Product Providers Lenders and the L/C Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, its Loans, the Reimbursement Obligations and the Letter of Credit Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.

Continuing Guaranty; Assignments. This -------------------------------- ARTICLE XI is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment in Full date on which all of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI shall have been Paid in Full in cash and the Final Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Revolving Credit Commitments, its Loans, the Reimbursement Obligations Loans and the Letter of Credit Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 12.07.

Continuing Guaranty; Assignments. This ARTICLE XI Article is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment cash payment in Full full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI Article and the Final Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, its the Loans, the Reimbursement Obligations and the Letter of Credit Obligations owing to it and any Note held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.

Continuing Guaranty; Assignments. This ARTICLE XI Article is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment cash payment in Full full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI Article and the Final Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, its Loans, the Reimbursement Obligations and the Letter of Credit Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.

Continuing Guaranty; Assignments. This ARTICLE XI Article is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of (i) the Payment cash payment in Full full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI Article and (ii) the Final Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, including all or any portion of its Commitments, its Loans, the Reimbursement Obligations Loans and the Letter of Credit L/C Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all 109 the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.

Continuing Guaranty; Assignments. This ARTICLE XI Article X is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment cash payment in Full full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI Article X and the Final Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the AgentsAgent, the Lenders, the Lenders and Issuing Bank Product Providers and the L/C Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, its Loans, the Reimbursement Obligations and the Letter of Credit Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.0711.07.

Continuing Guaranty; Assignments. This ARTICLE XI is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment cash payment in Full full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI and the Final Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Agents and the L/C Issuer Lenders and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, its Loans, the Reimbursement Obligations and the Letter of Credit Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.

Continuing Guaranty; Assignments. This ARTICLE XI 0 is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment cash payment in Full full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE XI 0 and the Final Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, its Loans, the Reimbursement Obligations and the Letter of Credit Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.070.

Continuing Guaranty; Assignments. This ARTICLE Article XI is a continuing guaranty and shall (a) in the case of each Loan Party, remain in full force and effect until the later of the Payment cash payment in Full full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this ARTICLE Article XI and the Final Senior Loan Maturity Date Date, (b) be binding upon each Guarantor, its successors and assigns and (bc) inure to the benefit of and be enforceable by the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, its Loans, the Reimbursement Obligations and the Letter of Credit Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.