Common use of Integration; Effectiveness Clause in Contracts

Integration; Effectiveness. This Guaranty sets forth the entire understanding of each Guarantor and the Credit Parties relating to the guarantee of the Guaranteed Obligations and constitutes the entire contract between the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor to the Agent. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each Guarantor and the Credit Guaranteed Parties relating to the guarantee of the Guaranteed Obligations Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor to the Administrative Agent. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty sets forth the entire understanding of each Guarantor and the Credit Parties Administrative Agent and Lenders relating to the guarantee of the Guaranteed Obligations Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor to the Administrative Agent. Delivery of an executed signature page of this Guaranty by telecopy electronic means shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty sets forth the entire understanding of each the Guarantor and the Credit Parties relating to the guarantee of the Guaranteed Obligations and constitutes the entire contract between the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each the Guarantor to the Agent. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each the Guarantor and the Credit Guaranteed Parties relating to the guarantee of the Guaranteed Obligations Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each the Guarantor to the Administrative Agent. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty sets forth the entire understanding of each Guarantor the Guarantors and the Credit Parties relating to the guarantee of the Guaranteed Obligations and constitutes the entire contract between the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor the Guarantors to the Agent. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each the Guarantor and the Credit Guaranteed Parties relating to the guarantee of the Guaranteed Obligations and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each the Guarantor to the AgentGuaranteed Parties. Delivery of an executed signature page of this Guaranty by telecopy or other electronic image system shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each the Guarantor and the Credit Parties Beneficiaries relating to the guarantee by the Guarantor of the Guaranteed Obligations Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof, it being expressly agreed, however, that this Guaranty does not amend, limit or impair any other Loan Document. This Guaranty shall become effective when it shall have been executed and delivered by each the Guarantor to the Administrative Agent. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page counterpart of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each Guarantor the Guarantors and the Credit Parties Agent relating to the guarantee of the Guaranteed Obligations and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor the Guarantors to the Agent. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty sets forth the entire understanding of each Guarantor and the Credit Parties relating to the guarantee of the Guaranteed Obligations and constitutes other Loan Documents constitute the entire contract between among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it the Lender shall have been executed and delivered by each Guarantor to received a copy of this Guaranty that bears the Agentsignatures of the Guarantor. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each Guarantor and the Credit Guaranteed Parties relating to the guarantee of the Guaranteed Obligations Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor to the Administrative Agent. Delivery of an executed signature page of this Guaranty by telecopy or other electronic transmission shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each the Guarantor and the Credit Parties Lenders relating to the guarantee of the Guaranteed Obligations Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each the Guarantor to the AgentLenders. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each the Guarantor and the Credit Guaranteed Parties relating to the guarantee of the Guaranteed Obligations and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each the Guarantor to the AgentGuaranteed Parties. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each Guarantor the Guarantors and the Credit Parties Agent relating to the guarantee of the Guaranteed Obligations and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor the Guarantors to the Agent. Delivery of an executed signature page of this Guaranty by telecopy or electronic mail (e.g., “PDF”) shall be effective as delivery of a manually executed signature page of this Guaranty.. END OF TEXT EXHIBIT B FORM OF COMPLIANCE CERTIFICATE THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each Guarantor and the Credit Guaranteed Parties relating to the guarantee of the Guaranteed Obligations Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor to the Administrative Agent. Delivery of an executed signature page of this Guaranty by telecopy or email (in a .pdf or similar file) shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty sets forth the entire understanding of each Guarantor the Guarantors and the Credit Parties relating to the guarantee of the Guaranteed Obligations and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor the Guarantors to the Administrative Agent. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty sets forth the entire understanding of each Guarantor and the Credit Parties relating to the guarantee of the Guaranteed Obligations and constitutes the entire contract between the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor to the Agent. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty. Section 31.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each Guarantor and each of the Credit Parties Agents in their individual capacities as agents and the Lenders Exhibit C - Form of Subsidiary Guarantee Agreement NYDOCS/1287812.1 relating to the guarantee of the Guaranteed Obligations Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor to the Administrative Agent. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each Guarantor the Guarantors and the Credit Parties Holder relating to the guarantee of the Guaranteed Obligations Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor to the AgentHolder. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty sets forth the entire understanding of each Guarantor and the Credit Administrative Agent and Secured Parties relating to the guarantee of the Guaranteed Obligations Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor to the Administrative Agent. Delivery of an executed signature page of this Guaranty by telecopy electronic means shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each Guarantor and each of the Credit Parties Agents in their individual capacities as agents and the Lenders relating to the guarantee of the Guaranteed Obligations Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor to the Administrative Agent. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each the Guarantor and the Credit Guaranteed Parties relating to the guarantee of the Guaranteed Obligations Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each the Guarantor to the Administrative Agent. Delivery of an executed signature page of this Guaranty by telecopy or email (in a .pdf or similar file) shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty sets forth the entire understanding of each Guarantor the Guarantors and the Credit Parties relating to the guarantee of the Guaranteed Obligations and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor the Guarantors to the Agent. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each Guarantor and the Credit Parties Lender relating to the guarantee of the Guaranteed Obligations and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor to the AgentLender. Delivery of an executed signature page of this Guaranty by telecopy PDF, telecopy, or other electronic means shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each Guarantor the Guarantors and the Credit Parties Agent relating to the guarantee guaranty of the Guaranteed Obligations and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor to the AgentGuarantors. Delivery of an executed signature page of this Guaranty by telecopy electronic transmission shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each the Guarantor and the Credit Guaranteed Parties relating to the guarantee of the Guaranteed Obligations Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersede supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each the Guarantor to the Administrative Agent. Delivery of an executed signature page of this Guaranty by telecopy or electronic communication shall be effective as delivery of a manually executed signature page of this Guaranty.

Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of each the Guarantor and each of the Credit Parties Agents in their individual capacities as agents and the Lenders relating to the guarantee of the Guaranteed Obligations Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each the Guarantor to the Administrative Agent. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.. [Signature Page Follows] Exhibit C - Form of Subsidiary Guarantee Agreement