PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION
SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH
PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINDER OF SUCH
PROVISION OR THE REMAINING PROVISIONS HEREOF OR THEREOF OR AFFECTING THE
VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION.
11
SECTION 4.11
HEADINGS.
THE VARIOUS HEADINGS USED IN THIS
GUARANTY ARE FOR CONVENIENCE ONLY, AND NEITHER LIMIT NOR AMPLIFY THE PROVISIONS
OF THIS GUARANTY.
SECTION 4.12
COUNTERPARTS.
THIS GUARANTY MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL
AND SHALL BE BINDING UPON ALL PARTIES, THEIR SUCCESSORS AND ASSIGNS, AND ALL OF
WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
SECTION 4.13
SET-OFF.
EACH GUARANTOR HEREBY IRREVOCABLY
AUTHORIZES THE ADMINISTRATIVE AGENT AND EACH LENDER AT ANY TIME AND FROM TIME TO
TIME PURSUANT TO SECTION 13.4 OF THE CREDIT AGREEMENT, WITHOUT NOTICE TO SUCH
GUARANTOR OR ANY OTHER GUARANTOR, ANY SUCH NOTICE BEING EXPRESSLY WAIVED BY EACH
GUARANTOR, AND PROVIDED THAT AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, TO SET-OFF AND APPROPRIATE AND APPLY ANY AND ALL DEPOSITS (GENERAL
OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL), IN ANY CURRENCY, AND ANY
OTHER CREDITS, INDEBTEDNESS OR CLAIMS, IN ANY CURRENCY, IN EACH CASE WHETHER
DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, MATURED OR UNMATURED, AT ANY TIME
HELD OR OWING BY THE ADMINISTRATIVE AGENT OR SUCH LENDER TO OR FOR THE CREDIT OR
THE ACCOUNT OF SUCH GUARANTOR, OR ANY PART THEREOF IN SUCH AMOUNTS AS THE
ADMINISTRATIVE AGENT OR SUCH LENDER MAY ELECT, AGAINST AND ON ACCOUNT OF THE
OBLIGATIONS AND LIABILITIES OF SUCH GUARANTOR TO THE ADMINISTRATIVE AGENT OR
SUCH LENDER HEREUNDER AND CLAIMS OF EVERY NATURE AND DESCRIPTION OF THE
ADMINISTRATIVE AGENT OR SUCH LENDER AGAINST SUCH GUARANTOR, IN ANY CURRENCY,
WHETHER ARISING HEREUNDER, UNDER THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT
OR OTHERWISE, AS THE ADMINISTRATIVE AGENT OR SUCH LENDER MAY ELECT, WHETHER OR
NOT THE ADMINISTRATIVE AGENT OR ANY LENDER HAS MADE ANY DEMAND FOR PAYMENT AND
ALTHOUGH SUCH OBLIGATIONS, LIABILITIES AND CLAIMS MAY BE CONTINGENT OR
UNMATURED.
THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL NOTIFY SUCH GUARANTOR
PROMPTLY OF ANY SUCH SET-OFF AND THE APPLICATION MADE BY THE ADMINISTRATIVE
AGENT OR SUCH LENDER OF THE PROCEEDS THEREOF; PROVIDED THAT THE FAILURE TO GIVE
SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SET-OFF AND APPLICATION.
THE
RIGHTS OF THE ADMINISTRATIVE AGENT AND EACH LENDER UNDER THIS SECTION 4.13 ARE
IN ADDITION TO OTHER RIGHTS AND REMEDIES (INCLUDING, WITHOUT LIMITATION, OTHER
RIGHTS OF SET-OFF) WHICH THE ADMINISTRATIVE AGENT OR SUCH LENDER MAY HAVE.
SECTION 4.14
INTEGRATION.
THIS GUARANTY AND THE OTHER LOAN
DOCUMENTS REPRESENT THE AGREEMENT OF THE GUARANTORS, THE ADMINISTRATIVE AGENT
AND THE LENDERS WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF, AND THERE
ARE NO PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY THE
ADMINISTRATIVE AGENT OR ANY LENDER