TIME
MAY HOLD INVESTMENTS IN, MAKE OTHER LOANS TO OR HAVE OTHER RELATIONSHIPS WITH
ANY OF THE LOAN PARTIES AND THEIR RESPECTIVE AFFILIATES.
SECTION 9.16.
APPOINTMENT FOR PERFECTION.
EACH LENDER HEREBY APPOINTS EACH
OTHER LENDER AS ITS AGENT FOR THE PURPOSE OF PERFECTING LIENS, FOR THE BENEFIT
OF THE ADMINISTRATIVE AGENT AND THE LENDERS, IN ASSETS WHICH, IN ACCORDANCE WITH
ARTICLE 9 OF THE UCC OR ANY OTHER APPLICABLE LAW CAN BE PERFECTED ONLY BY
POSSESSION.
SHOULD ANY LENDER (OTHER THAN THE ADMINISTRATIVE AGENT) OBTAIN
POSSESSION OF ANY SUCH COLLATERAL, SUCH LENDER SHALL NOTIFY THE ADMINISTRATIVE
AGENT THEREOF, AND, PROMPTLY UPON THE ADMINISTRATIVE AGENT'S REQUEST THEREFOR
SHALL DELIVER SUCH COLLATERAL TO THE ADMINISTRATIVE AGENT OR OTHERWISE DEAL WITH
SUCH COLLATERAL IN ACCORDANCE WITH THE ADMINISTRATIVE AGENT'S INSTRUCTIONS.
SECTION 9.17.
INTEREST RATE LIMITATION.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, IF AT ANY TIME THE INTEREST RATE APPLICABLE TO ANY LOAN, TOGETHER WITH
ALL FEES, CHARGES AND OTHER AMOUNTS WHICH ARE TREATED AS INTEREST ON SUCH LOAN
UNDER APPLICABLE LAW (COLLECTIVELY THE "CHARGES"), SHALL EXCEED THE MAXIMUM
LAWFUL RATE (THE "MAXIMUM RATE") WHICH MAY BE CONTRACTED FOR, CHARGED, TAKEN,
RECEIVED OR RESERVED BY THE LENDER HOLDING SUCH LOAN IN ACCORDANCE WITH
APPLICABLE LAW, THE RATE OF INTEREST PAYABLE IN RESPECT OF SUCH LOAN HEREUNDER,
TOGETHER WITH ALL CHARGES PAYABLE IN RESPECT THEREOF, SHALL BE LIMITED TO THE
MAXIMUM RATE AND, TO THE EXTENT LAWFUL, THE INTEREST AND CHARGES THAT WOULD HAVE
BEEN PAYABLE IN RESPECT OF SUCH LOAN BUT WERE NOT PAYABLE AS A RESULT OF THE
OPERATION OF THIS SECTION SHALL BE CUMULATED AND THE INTEREST AND CHARGES
PAYABLE TO SUCH LENDER IN RESPECT OF OTHER LOANS OR PERIODS SHALL BE INCREASED
(BUT NOT ABOVE THE MAXIMUM RATE THEREFOR) UNTIL SUCH CUMULATED AMOUNT, TOGETHER
WITH INTEREST THEREON AT THE FEDERAL FUNDS EFFECTIVE RATE TO THE DATE OF
REPAYMENT, SHALL HAVE BEEN RECEIVED BY SUCH LENDER.
89
SECTION 9.18.
CONFLICTS.
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF
THIS AGREEMENT AND THE TERMS OF ANY OTHER LOAN DOCUMENT, THE TERMS OF THIS
AGREEMENT SHALL, TO THE EXTENT OF SUCH CONFLICT, PREVAIL.
ARTICLE X
LOAN GUARANTY
SECTION 10.01.
GUARANTY.
EACH LOAN GUARANTOR (OTHER THAN THOSE THAT HAVE
DELIVERED A SEPARATE GUARANTY) HEREBY AGREES THAT IT IS JOINTLY AND SEVERALLY
LIABLE FOR, AND, AS PRIMARY OBLIGOR AND NOT MERELY AS SURETY, ABSOLUTELY AND
UNCONDITIONALLY GUARANTEES TO THE LENDERS THE PROMPT PAYMENT WHEN DUE, WHETHER
AT STATED MATURITY, UPON ACCELERATION OR OTHERWISE, AND AT ALL TIMES THEREAFTER,
OF THE SECURED OBLIGATIONS AND ALL COSTS AND EXPENSES INCLUDING, WITHOUT
LIMITATION, ALL COURT COSTS AND ATTORNEYS' AND PARALEGALS' FEES (INCLUDING
ALLOCATED COSTS OF IN-HOUSE COUNSEL AND PARALEGALS) AND EXPENSES PAID OR
INCURRED BY THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS IN
ENDEAVORING TO COLLECT ALL OR ANY PART OF THE SECURED OBLIGATIONS FROM, OR IN
PROSECUTING ANY ACTION AGAINST, THE BORROWER, ANY LOAN GUARANTOR OR ANY OTHER
GUARANTOR OF ALL OR ANY PART OF THE SECURED OBLIGATIONS (SUCH COSTS AND
EXPENSES, TOGETHER