SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO.
9.18
COUNTERPARTS; EFFECTIVENESS.
THIS AGREEMENT AND ANY AMENDMENTS,
WAIVERS, CONSENTS OR SUPPLEMENTS MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS
AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO
EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
THIS
AGREEMENT SHALL BECOME EFFECTIVE UPON THE EXECUTION OF A COUNTERPART HEREOF BY
EACH OF THE PARTIES HERETO.
9.19
PATRIOT ACT.
THE LENDERS NOTIFY THE LOAN PARTIES AND THEIR
RESPECTIVE SUBSIDIARIES THAT PURSUANT TO THE REQUIREMENTS OF THE USA PATRIOT ACT
(TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001)) (THE "PATRIOT
ACT"), THEY ARE REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT
IDENTIFIES EACH OF BORROWER AND ITS SUBSIDIARIES, WHICH INFORMATION INCLUDES THE
NAME AND ADDRESS OF SUCH ENTITY AND OTHER INFORMATION THAT WILL ALLOW THE
LENDERS TO IDENTIFY SUCH IN ACCORDANCE WITH THE PATRIOT ACT.
EACH OF THE LOAN
PARTIES AND THEIR RESPECTIVE SUBSIDIARIES SHALL PROVIDE TO THE EXTENT
COMMERCIALLY REASONABLE, SUCH INFORMATION AND TAKE SUCH OTHER ACTIONS AS ARE
REASONABLY REQUESTED BY THE LENDERS IN ORDER TO ASSIST THE LENDERS IN
MAINTAINING COMPLIANCE WITH THE PATRIOT ACT.
9.20
GUARANTY OF SECURED OBLIGATIONS BY GUARANTORS.
(A)
THE GUARANTY.
IN ORDER TO INDUCE THE LENDERS TO ENTER INTO THIS
AGREEMENT AND TO EXTEND CREDIT HEREUNDER AND IN RECOGNITION OF THE DIRECT
BENEFITS TO BE RECEIVED BY GUARANTORS FROM THE EXTENSIONS OF CREDIT HEREUNDER,
EACH GUARANTOR HEREBY AGREES WITH ADMINISTRATIVE AGENT AND THE SECURED PARTIES
AS FOLLOWS:
EACH GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY JOINTLY AND
SEVERALLY GUARANTEES AS PRIMARY OBLIGOR AND NOT MERELY AS SURETY THE FULL AND
PROMPT PAYMENT WHEN DUE, WHETHER UPON MATURITY, BY ACCELERATION OR OTHERWISE, TO
ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES OF ANY AND ALL SECURED
OBLIGATIONS.
IF ANY OR ALL OF THE SECURED OBLIGATIONS BECOME DUE AND PAYABLE
HEREUNDER, EACH GUARANTOR UNCONDITIONALLY PROMISES TO PAY SUCH INDEBTEDNESS TO
ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, ON ORDER, OR DEMAND,
TOGETHER WITH ANY AND ALL REASONABLE EXPENSES WHICH MAY BE INCURRED BY
ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES IN COLLECTING ANY OF THE
SECURED OBLIGATIONS.
EACH GUARANTOR HEREBY AGREES THAT THIS IS A GUARANTY OF
PAYMENT AND PERFORMANCE AND NOT OF COLLECTION ONLY.
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Notwithstanding any provision to the contrary contained herein or in any other
of the Loan Documents, to the extent the obligations of a Guarantor shall be
adjudicated to be invalid or unenforceable for any reason (including, because of
any applicable state or federal law relating to fraudulent conveyances or
transfers) then the obligations of each such Guarantor hereunder shall be
limited to the maximum amount that is permissible under Applicable Law (whether
federal or state and including, the Bankruptcy Code).
Each Guarantor's maximum obligations hereunder (the "Maximum Guarantor
Liability") in any case or proceeding referred