IS SOUGHT TO BE ENFORCED.
SECTION 5.5.
PARTIES BOUND; ASSIGNMENT. THIS GUARANTY SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS, ASSIGNS AND LEGAL REPRESENTATIVES; PROVIDED, HOWEVER, THAT THE
GUARANTOR MAY NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT, ASSIGN ANY OF
ITS RIGHTS, POWERS, DUTIES OR OBLIGATIONS HEREUNDER.
10
SECTION 5.6.
HEADINGS. ARTICLE, SECTION AND SUBSECTION HEADINGS IN
THIS GUARANTY ARE INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL
NOT CONSTITUTE A PART OF THIS GUARANTY FOR ANY OTHER PURPOSE.
SECTION 5.7.
RECITALS. THE RECITAL AND INTRODUCTORY PARAGRAPHS HEREOF
ARE A PART HEREOF, FORM A BASIS FOR THIS GUARANTY AND SHALL BE CONSIDERED PRIMA
FACIE EVIDENCE OF THE FACTS AND DOCUMENTS REFERRED TO THEREIN.
SECTION 5.8.
TELEFACSIMILE EXECUTION. DELIVERY OF AN EXECUTED
SIGNATURE PAGE TO THIS GUARANTY BY TELEFACSIMILE SHALL BE EQUALLY AS EFFECTIVE
AS DELIVERY OF AN ORIGINAL EXECUTED SIGNATURE PAGE OF THIS GUARANTY. ANY PARTY
DELIVERING AN EXECUTED SIGNATURE PAGE OF THIS GUARANTY BY TELEFACSIMILE ALSO
SHALL DELIVER AN ORIGINAL EXECUTED SIGNATURE PAGE OF THIS GUARANTY BUT THE
FAILURE TO DELIVER AN ORIGINAL EXECUTED SIGNATURE PAGE SHALL NOT AFFECT THE
VALIDITY, ENFORCEABILITY, AND BINDING EFFECT OF THIS GUARANTY.
SECTION 5.9.
RIGHTS AND REMEDIES. IF THE GUARANTOR BECOMES LIABLE FOR
ANY INDEBTEDNESS OWING BY ANY BORROWER TO THE AGENT OR LENDERS, BY ENDORSEMENT
OR OTHERWISE, OTHER THAN UNDER THIS GUARANTY, SUCH LIABILITY SHALL NOT BE IN ANY
MANNER IMPAIRED OR AFFECTED HEREBY AND THE RIGHTS OF THE AGENT HEREUNDER SHALL
BE CUMULATIVE OF ANY AND ALL OTHER RIGHTS THAT THE AGENT AND THE LENDERS MAY
EVER HAVE AGAINST THE GUARANTOR. THE EXERCISE BY THE AGENT OF ANY RIGHT OR
REMEDY HEREUNDER OR UNDER ANY OTHER INSTRUMENT, OR AT LAW OR IN EQUITY, SHALL
NOT PRECLUDE THE CONCURRENT OR SUBSEQUENT EXERCISE OF ANY OTHER RIGHT OR REMEDY.
SECTION 5.10.
COMPLETE AGREEMENT. THIS GUARANTY, TOGETHER WITH THE LOAN
DOCUMENTS, COMPRISES THE COMPLETE AND INTEGRATED AGREEMENT OF THE PARTIES ON THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, WRITTEN OR ORAL, ON
THE SUBJECT MATTER HEREOF.
SECTION 5.11.
COOPERATION. THE GUARANTOR ACKNOWLEDGES THAT THE AGENT
AND ITS SUCCESSORS AND ASSIGNS MAY, SUBJECT TO ANY APPLICABLE LIMITATIONS SET
FORTH IN THE CREDIT AGREEMENT ASSIGN, OR SELL PARTICIPATIONS IN, ITS RIGHTS
UNDER THE CREDIT AGREEMENT PURSUANT TO THE TERMS THEREOF. THE GUARANTOR SHALL
REASONABLY COOPERATE WITH THE AGENT AND LENDERS IN EFFECTING ANY SUCH ASSIGNMENT
OR PARTICIPATION.
SECTION 5.12.
REINSTATEMENT IN CERTAIN CIRCUMSTANCES. IF AT ANY TIME
ANY PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE TERM LOANS, ANY AMOUNT
PAYABLE ON THE ADVANCES OR ANY OTHER AMOUNT PAYABLE BY ANY BORROWER UNDER THE
LOAN DOCUMENTS RELATING TO THE TERM LOANS OR THE ADVANCES IS RESCINDED OR MUST
BE OTHERWISE RESTORED OR RETURNED UPON THE INSOLVENCY, BANKRUPTCY OR
REORGANIZATION OF ANY BORROWER OR OTHERWISE, THE GUARANTOR'S OBLIGATIONS
HEREUNDER WITH RESPECT TO SUCH PAYMENT SHALL BE REINSTATED AS THOUGH SUCH
PAYMENT HAS BEEN DUE BUT NOT MADE AT SUCH TIME.
SECTION