Common use of Continuing Guaranty; Assignments Clause in Contracts

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full in cash of the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and the termination or expiration of all Commitments, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the Lenders and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Eligible Assignee that has been assigned or transferred all or any portion of a Lender’s Loans, Commitments or rights and obligations under this Agreement in accordance with Section 9.04, shall thereupon become vested with all the benefits granted to such transferring Lender under this Guaranty. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the Required Lenders, except as otherwise permitted hereby.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) except as provided in the next succeeding sentence, remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty Guaranty, (other than inchoate indemnity obligations ii) the Termination Date and similar obligations that survive (iii) the latest date of expiration or termination of this Agreement) and the termination or expiration all Letters of all CommitmentsCredit, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the Lenders and their respective successors, permitted transferees and permitted assigns. Upon the sale of a Guarantor or any or all of the assets of any Guarantor to the extent permitted in accordance with the terms of the Loan Documents or upon such Guarantor otherwise ceasing to be a Subsidiary of the Borrower organized under the laws of a state of the United States of America without violation of the terms of this Agreement, such Guarantor (and its Subsidiaries) or such assets shall be automatically released from this Guaranty or any Guaranty Supplement, and all pledges and security interests of the equity of such Guarantor or any Subsidiary of such Guarantor and all other pledges and security interests in the assets of such Guarantor and any of its Subsidiaries shall be released as provided in Section 9.14. Without limiting the generality of clause (c) of above, the immediately preceding sentence, Agent or any Eligible Assignee that has been assigned Lender may assign or transferred otherwise transfer all or any portion of a Lender’s Loans, Commitments or its rights and obligations under this Agreement in accordance with Section 9.04(including, without limitation, all or any portion of its Commitments, the Revolving Loans owing to it and any Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such transferring Lender under this Guaranty. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its dutiesotherwise, liabilities or obligations hereunder or under any other Loan Document without in each case as and to the prior written consent of the Required Lenders, except as otherwise permitted herebyextent provided in Section 9.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until (i) the payment Guarantor shall have paid in full in cash of all Guaranteed Obligations payable to the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable Parties under this Guaranty (other than inchoate indemnity obligations and similar obligations that survive all reasonable out-of-pocket expenses incurred by any of the termination Guaranteed Parties (including the reasonable fees, charges and disbursements of any counsel for the Guaranteed Parties)), in connection with the enforcement or protection of its rights under this AgreementGuaranty and (ii) the Commitments of the Lenders under the Credit Agreement shall have expired or been terminated, no Letters of Credit shall be outstanding and all Obligations payable by the termination or expiration of all CommitmentsBorrowers under the Credit Documents shall have been paid in full in cash, (b) be binding upon each the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lenders, the Issuers and the Administrative Agent and the Lenders and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Eligible Assignee that has been assigned Lender may assign or transferred otherwise transfer all or any portion of a Lender’s Loans, Commitments or its rights and obligations under this the Credit Agreement in accordance with Section 9.04to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such transferring Lender under this Guaranty. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its dutiesotherwise, liabilities or obligations hereunder or under any other Loan Document without in each case as and to the prior written consent extent provided in Section 10.7 of the Required Lenders, except as otherwise permitted herebyCredit Agreement.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) except as provided in the next succeeding sentence, remain in full force and effect until the latest of (i) the payment in full in cash of the applicable Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty and (other than inchoate indemnity obligations and similar obligations that survive ii) the termination of this Agreement) and the termination or expiration of all CommitmentsTermination Date, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the Lenders and their respective successors, permitted transferees and permitted assigns. Upon the sale of a Guarantor or any or all of the assets of any Guarantor to the extent permitted in accordance with the terms of the Loan Documents or upon such Guarantor otherwise ceasing to be a Subsidiary of the Company organized under the laws of a state of the United States of America without violation of the terms of this Agreement, such Guarantor (and its Subsidiaries) or such assets shall be automatically released from this Guaranty or any Guaranty Supplement, and all pledges and security interests of the equity of such Guarantor or any Subsidiary of such Guarantor and all other pledges and security interests in the assets of such Guarantor and any of its Subsidiaries shall be released as provided in Section 9.15. Without limiting the generality of clause (c) of above, the immediately preceding sentence, Agent or any Eligible Assignee that has been assigned Lender may assign or transferred otherwise transfer all or any portion of a Lender’s Loans, Commitments or its rights and obligations under this Agreement in accordance with Section 9.04to any other Person, and such other Person shall thereupon become vested with all al the benefits in respect thereof granted to such transferring Lender under this Guarantyherein or otherwise, in each case as and to the extent provided in Section 9.08. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the Required Lenders, except as otherwise permitted hereby.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) except as provided in the next succeeding sentence, remain in full force and effect until the latest of (i) the payment in full in cash of the applicable Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty and (other than inchoate indemnity obligations and similar obligations that survive ii) the termination of this Agreement) and the termination or expiration of all CommitmentsTermination Date, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the Lenders and their respective successors, permitted transferees and permitted assigns. Upon the sale of a Guarantor or any or all of the assets of any Guarantor to the extent permitted in accordance with the terms of the Loan Documents or upon such Guarantor otherwise ceasing to be a Subsidiary of the Company organized under the laws of a state of the United States of America without violation of the terms of this Agreement, such Guarantor (and its Subsidiaries) or such assets shall be automatically released from this Guaranty or any Guaranty Supplement, and all pledges and security interests of the equity of such Guarantor or any Subsidiary of such Guarantor and all other pledges and security interests in the assets of such Guarantor and any of its Subsidiaries shall be released as provided in Section 9.15. Without limiting the generality of clause (c) of above, the immediately preceding sentence, Agent or any Eligible Assignee that has been assigned Lender may assign or transferred otherwise transfer all or any portion of a Lender’s Loans, Commitments or its rights and obligations under this Agreement in accordance with Section 9.04to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such transferring Lender under this Guarantyherein or otherwise, in each case as and to the extent provided in Section 9.08. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the Required Lenders, except as otherwise permitted hereby.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full in cash of the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and the termination or expiration of all Commitments, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the Lenders and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Eligible Assignee that has been assigned Lender may assign or transferred otherwise transfer all or any portion of a Lender’s Loans, Commitments or its rights and obligations under this Agreement in accordance (including, without limitation, all or any portion of its Commitments, any Term Loan held by it and its rights and remedies with Section 9.04respect to Collateral and the Obligations) to any Eligible Assignee, and such Eligible Assignee shall thereupon become vested with all the benefits in respect thereof granted to such transferring Lender under this Guarantyherein or otherwise, in each case as and to the extent provided in Section 13.3. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the Required Majority Lenders, except as otherwise permitted hereby.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until (i) the payment Guarantor shall have paid in full in cash of all Guaranteed Obligations payable to the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable Parties under this Guaranty (other than inchoate indemnity obligations and similar obligations that survive all reasonable out-of-pocket expenses incurred by any of the termination Guaranteed Parties (including the reasonable fees, charges and disbursements of any counsel for the Guaranteed Parties)), in connection with the enforcement or protection of its rights under this AgreementGuaranty and (ii) the Commitments of the Lenders under the Credit Agreement shall have expired or been terminated, no Letters of Credit shall be outstanding and all Obligations payable by the termination or expiration of all CommitmentsBorrowers under the Loan Documents shall have been paid in full in cash, (b) be binding upon each the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lenders, the L/C Issuers and the Administrative Agent and the Lenders and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Eligible Assignee that has been assigned Lender may assign or transferred otherwise transfer all or any portion of a Lender’s Loans, Commitments or its rights and obligations under this the Credit Agreement in accordance with Section 9.04to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such transferring Lender under this Guaranty. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its dutiesotherwise, liabilities or obligations hereunder or under any other Loan Document without in each case as and to the prior written consent extent provided in Section 11.06 of the Required Lenders, except as otherwise permitted herebyCredit Agreement.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and a guaranty of payment (not merely of collection) and shall (a) remain in full force and effect until the latest of (i) the irrevocable payment in full in cash of the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty Guaranty, (other than inchoate indemnity obligations ii) the latest Termination Date and similar obligations that survive (iii) the latest date of expiration or termination of this Agreement) and the termination or expiration all Letters of all CommitmentsCredit, (b) be binding upon each GuarantorLoan Party, its successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the Lenders and their respective successors, transferees and assigns. Upon the sale, transfer or other disposition of a Subsidiary Guarantor or all or substantially all of the assets of any Subsidiary Guarantor to the extent permitted in accordance with the terms hereof or upon such Guarantor otherwise ceasing to be a Subsidiary of the Company organized under the laws of a state of the United States of America without violation of the terms of this Agreement, such Subsidiary Guarantor shall be automatically released from this Guaranty. Without limiting the generality of clause (c) of the immediately preceding sentence, the Agent or any Eligible Assignee that has been assigned Lender may assign or transferred otherwise transfer all or any portion of a Lender’s Loans, Commitments or its rights and obligations under this Agreement in accordance with Section 9.04(including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Agent or such transferring Lender under this Guaranty. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its dutiesotherwise, liabilities or obligations hereunder or under any other Loan Document without in each case as and to the prior written consent of the Required Lenders, except as otherwise permitted herebyextent provided in Section 9.07.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) except as provided in the next succeeding sentence, remain in full force and effect until the latest of (i) the payment in full in cash of the applicable Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty and (other than inchoate indemnity obligations and similar obligations that survive ii) the termination of this Agreement) and the termination or expiration of all CommitmentsTermination Date, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the Lenders and their respective successors, permitted transferees and permitted assigns. Upon the sale of a Guarantor or any or all of the assets of any Guarantor to the extent permitted in accordance with the terms of the Loan Documents or upon such Guarantor otherwise ceasing to be a Subsidiary of the Company organized under the laws of a state of the United States of America without violation of the terms of this Agreement, such Guarantor (and its Subsidiaries) or such assets shall be automatically released from this Guaranty or any Guaranty Supplement, and all pledges and security interests of the equity of such Guarantor or any Subsidiary of such Guarantor and all other pledges and security interests in the assets of such Guarantor and any of its Subsidiaries shall be released as provided in Section 9.15. Without limiting the generality of clause (c) of above, the immediately preceding sentence, Agent or any Eligible Assignee that has been assigned Lender may assign or transferred otherwise transfer all or any portion of a Lender’s Loans, Commitments or its rights and obligations under this Agreement in accordance with Section 9.04to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such transferring Lender under this Guaranty. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its dutiesotherwise, liabilities or obligations hereunder or under any other Loan Document without in each case as and to the prior written consent of the Required Lenders, except as otherwise permitted herebyextent provided in Section 9.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible payment in full in cash of the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) Indebtedness and all other amounts payable under this Guaranty (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and the termination or expiration of all CommitmentsGuaranty, (b) be binding upon each the Guarantor and its successors, assigns, beneficiaries and indorsees (including, without limitation, the heirs, administrators, executors and estate of the Guarantor), except that no Guarantor shall assign or transfer any of its successors and assigns rights or obligations hereunder without the prior written consent of the TBCC, and (c) inure insure to the benefit of and the be enforceable by the Administrative Agent TBCC and the Lenders and their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c) ), the TBCC may assign or otherwise transfer any of the immediately preceding sentenceIndebtedness to any other person or entity, any Eligible Assignee that has been assigned and such other person or transferred all or any portion of a Lender’s Loans, Commitments or rights and obligations under this Agreement in accordance with Section 9.04, entity shall thereupon become vested with all the benefits rights in respect thereof granted to such transferring Lender the TBCC herein or otherwise. This Guaranty and the obligations of the Guarantor hereunder shall terminate upon the indefeasible payment in full of all of the Indebtedness and all other amounts payable under this Guaranty. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the Required Lenders, except as otherwise permitted hereby.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) except as provided in the next succeeding sentence, remain in full force and effect until the latest of (i) the payment in full in cash of the applicable Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty Guaranty, (other than inchoate indemnity obligations ii) the Termination Date and similar obligations that survive (iii) the latest date of expiration or termination of this Agreement) and the termination or expiration all Letters of all CommitmentsCredit, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the Lenders and their respective successors, permitted transferees and permitted assigns. Upon the sale of a Guarantor or any or all of the assets of any Guarantor to the extent permitted in accordance with the terms of the Loan Documents or upon such Guarantor otherwise ceasing to be a Subsidiary of the Company organized under the laws of a state of the United States of America without violation of the terms of this Agreement, such Guarantor (and its Subsidiaries) or such assets shall be automatically released from this Guaranty or any Guaranty Supplement, and all pledges and security interests of the equity of such Guarantor or any Subsidiary of such Guarantor and all other pledges and security interests in the assets of such Guarantor and any of its Subsidiaries shall be released as provided in Section 9.16. Without limiting the generality of clause (c) of above, the immediately preceding sentence, any Eligible Assignee that has been assigned or transferred all Agent or any portion of a Lender’s Loans, Commitments or rights and obligations under this Agreement in accordance with Section 9.04, shall thereupon become vested with all the benefits granted to such transferring Lender under this Guaranty. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the Required Lenders, except as otherwise permitted hereby.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full in cash of the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and the termination or expiration of all Commitments, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the Lenders and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Eligible Assignee that has been assigned or transferred all or any portion of a Lender’s LoansAdvances, Commitments or rights and obligations under this Agreement in accordance with Section 9.049.07, shall thereupon become vested with all the benefits granted to such transferring Lender under this Guaranty. No Guarantor shall have the right to assign its rights hereunder or any interest 101 herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the Required Lenders, except as otherwise permitted hereby.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full in cash of the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and the termination or expiration of all Commitments, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent, the Collateral Agent and the Lenders and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Eligible Assignee that has been assigned or transferred all or any portion of a Lender’s Loans, Commitments or rights and obligations under this Agreement in accordance with Section 9.04, 10.6 shall thereupon become vested with all the benefits granted to such transferring Lender under this Guaranty. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the Required Lenders, except as otherwise permitted hereby.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until (i) the payment Guarantor shall have paid in full in cash of all Guaranteed Obligations payable to the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable Parties under this Guaranty (other than inchoate indemnity obligations and similar obligations that survive all reasonable out‑of‑pocket expenses incurred by any of the termination Guaranteed Parties (including the reasonable fees, charges and disbursements of any counsel for the Guaranteed Parties)), in connection with the enforcement or protection of its rights under this AgreementGuaranty and (ii) the Commitments under the Credit Agreement shall have expired or been terminated, no Letters of Credit shall be outstanding and all Obligations payable by the termination or expiration of all CommitmentsGuaranteed Borrowers under the Loan Documents shall have been paid in full in cash, (b) be binding upon each the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lenders, the Issuers and the Administrative Agent and the Lenders and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Eligible Assignee that has been assigned Lender and any Fronting Bank may assign or transferred otherwise transfer all or any portion of a Lender’s Loans, Commitments or its rights and obligations under this the Credit Agreement in accordance with Section 9.04to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such transferring Lender under this Guaranty. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its dutiesotherwise, liabilities in each case as and to the extent provided in Section 9.06(b) or obligations hereunder or under any other Loan Document without 10.06, as the prior written consent case may be, of the Required Lenders, except as otherwise permitted herebyCredit Agreement.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible payment in full in cash of the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) Indebtedness and all other amounts payable under this Guaranty (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and the termination or expiration of all CommitmentsGuaranty, (b) be binding upon each the Guarantor and its successors, assigns, beneficiaries and indorsees (including, without limitation, the heirs, administrators, executors and estate of the Guarantor), except that no Guarantor shall assign or transfer any of its successors and assigns rights or obligations hereunder without the prior written consent of TBCC, and (c) inure to the benefit of and be enforceable by the Administrative Agent TBCC and the Lenders and their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c) ), TBCC may assign or otherwise transfer any of the immediately preceding sentenceIndebtedness to any other person or entity, any Eligible Assignee that has been assigned and such other person or transferred all or any portion of a Lender’s Loans, Commitments or rights and obligations under this Agreement in accordance with Section 9.04, entity shall thereupon become vested with all the benefits rights in respect thereof granted to such transferring Lender TBCC herein or otherwise. This Guaranty and the obligations of the Guarantor hereunder shall terminate upon the indefeasible payment in full of all of the Indebtedness and all other amounts payable under this Guaranty. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the Required Lenders, except as otherwise permitted hereby.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty -------------------------------- and shall (a) remain in full force and effect until the indefeasible payment in full in cash of the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) Indebtedness and all other amounts payable under this Guaranty (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and the termination or expiration of all CommitmentsGuaranty, (b) be binding upon each the Guarantor and its successors, assigns, beneficiaries and indorsees (including, without limitation, the heirs, administrators, executors and estate of the Guarantor), except that no Guarantor shall assign or transfer any of its successors and assigns rights or obligations hereunder without the prior written consent of TBCC, and (c) inure to the benefit of and be enforceable by the Administrative Agent TBCC and the Lenders and their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c) ), TBCC may assign or otherwise transfer any of the immediately preceding sentenceIndebtedness to any other person or entity, any Eligible Assignee that has been assigned and such other person or transferred all or any portion of a Lender’s Loans, Commitments or rights and obligations under this Agreement in accordance with Section 9.04, entity shall thereupon become vested with all the benefits rights in respect thereof granted to such transferring Lender TBCC herein or otherwise. This Guaranty and the obligations of the Guarantor hereunder shall terminate upon the indefeasible payment in full of all of the Indebtedness and all other amounts payable under this Guaranty. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the Required Lenders, except as otherwise permitted hereby.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) except as provided in the next succeeding sentence, remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty Guaranty, (other than inchoate indemnity obligations ii) the Termination Date and similar obligations that survive (iii) the latest date of expiration or termination of this Agreement) and the termination or expiration all Letters of all CommitmentsCredit, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the Lenders and their respective successors, permitted transferees and permitted assigns. Upon the sale of a Guarantor or any or all of the assets of any Guarantor to the extent permitted in accordance with the terms of the Loan Documents or upon such Guarantor otherwise ceasing to be a Subsidiary of the Borrower organized under the laws of a state of the United States of America without violation of the terms of this Agreement, such Guarantor (and its Subsidiaries) or such assets shall be automatically released from this Guaranty or any Guaranty Supplement, and all pledges and security interests of the equity of such Guarantor or any Subsidiary of such Guarantor and all other pledges and security interests in the assets of such Guarantor and any of its Subsidiaries shall be released as provided in Section 9.14. Without limiting the generality of clause (c) of above, the immediately preceding sentence, Agent or any Eligible Assignee that has been assigned Lender may assign or transferred otherwise transfer all or any portion of a Lender’s Loans, Commitments or its rights and obligations under this Agreement in accordance with Section 9.04(including, shall thereupon become vested with without limitation, all the benefits granted to such transferring Lender under this Guaranty. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any portion of its dutiesCommitments, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the Required Lenders, except as otherwise permitted hereby.Revolving Loans owing to it and

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full in cash of the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and Guaranty, the termination or expiration of all Commitments, or the termination of such Guaranty pursuant to Section 14.11, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the Lenders and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Eligible Assignee that has been assigned Lender may assign or transferred otherwise transfer all or any portion of a Lender’s Loans, Commitments or its rights and obligations under this Agreement in accordance (including, without limitation, all or any portion of its Commitments, any Term Loan held by it and its rights and remedies with Section 9.04respect to Collateral and the Obligations) to any Eligible Assignee, and such Eligible Assignee shall thereupon become vested with all the benefits in respect thereof granted to such transferring Lender under this Guarantyherein or otherwise, in each case as and to the extent provided in Section 13.3. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the Required Majority Lenders, except as otherwise permitted hereby.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Guaranty Guaranty, and (other than inchoate indemnity obligations ii) the payment and similar obligations that survive the termination of this Agreement) and the termination or expiration performance in full of all Commitmentsthe Indenture Obligations of all the Obligors under any Indenture Document, (b) be binding upon each Guarantor, its successors and assigns permitted by this Indenture, and (c) inure to the benefit of and be enforceable by the Administrative Agent Trustee, the Collateral Agent, and the Lenders Holders and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Trustee, the Collateral Agent or any Eligible Assignee that has been assigned Holder may assign or transferred otherwise transfer all or any portion of a Lender’s Loans, Commitments or its rights and obligations under this Agreement in accordance with Section 9.04Guaranty (including, without limitation, all or any portion of its New Tranche A Term Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Trustee, the Collateral Agent, or such transferring Lender under Holder herein or otherwise, in each case as and to the extent provided in this GuarantyIndenture. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the Required LendersTrustee, except as otherwise permitted herebythe Collateral Agent and each of the Holders.

Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until (i) the payment Guarantor shall have paid in full in cash of all Guaranteed Obligations payable to the Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable Parties under this Guaranty (other than inchoate indemnity obligations and similar obligations that survive all reasonable out-of-pocket expenses incurred by any of the termination Guaranteed Parties (including the reasonable fees, charges and disbursements of any counsel for the Guaranteed Parties)), in connection with the enforcement or protection of its rights under this AgreementGuaranty and (ii) the Commitments under the Credit Agreement shall have expired or been terminated, no Letters of Credit shall be outstanding and all Obligations payable by the termination or expiration of all CommitmentsGuaranteed Borrowers under the Loan Documents shall have been paid in full in cash, (b) be binding upon each the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lenders, the Issuers and the Administrative Agent and the Lenders and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Eligible Assignee that has been assigned Lender and any Fronting Bank may assign or transferred otherwise transfer all or any portion of a Lender’s Loans, Commitments or its rights and obligations under this the Credit Agreement in accordance with Section 9.04to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such transferring Lender under this Guaranty. No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its dutiesotherwise, liabilities in each case as and to the extent provided in Section 9.06(b) or obligations hereunder or under any other Loan Document without 10.06, as the prior written consent case may be, of the Required Lenders, except as otherwise permitted herebyCredit Agreement.

Continuing Guaranty; Assignments. This Parent Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Parent Guaranteed Obligations (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Parent Guaranty (other than inchoate indemnity (A) contingent indemnification obligations with respect to then unasserted claims and similar (B) Secured Obligations in respect of obligations that survive may thereafter arise with respect to Obligations in respect of Secured Cash Managements Agreement and Secured Hedge 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 the proposed date of any such termination, stating that arrangements reasonably satisfactory to the applicable financial institutions, in respect thereof have not been made), (ii) the latest Termination Date for all Facilities and (iii) the latest date of expiration or termination of this Agreement) and all Letters of Credit (unless such Letters of Credit have been Cash Collateralized or backstopped in a manner reasonably satisfactory to the termination or expiration of all Commitmentsapplicable Issuing Bank), (b) be binding upon each GuarantorMLP, its successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the Lenders other Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Eligible Assignee that has been assigned or transferred all or any portion of a Lender’s Loans, Commitments or rights and obligations under this Agreement in accordance with Section 9.04, MLP shall thereupon become vested with all the benefits granted to such transferring Lender under this Guaranty. No Guarantor shall not have the right to assign its rights hereunder or any interest herein or delegate any of its duties, liabilities or obligations hereunder or under any other Loan Document without the prior written consent of the Required Administrative Agent and the Lenders, except as otherwise permitted hereby.and any such assignment in violation of this Section 9.09 shall be null and void. [Signature Pages Follow]