OF THE COLLATERAL.
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SECTION 5.2.
ENFORCEMENT. THE AGENT SHALL HAVE
THE RIGHT TO ENFORCE THIS GUARANTY IN SEPARATE ACTIONS AGAINST ANY GUARANTOR, OR
BY AN ACTION AGAINST ANY OTHER PERSON LIABLE FOR THE GUARANTEED OBLIGATIONS.
SECTION 5.3.
SEVERABILITY OF PROVISIONS. ANY
PROVISION OF THIS GUARANTY WHICH IS PROHIBITED OR UNENFORCEABLE SHALL BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF.
SECTION 5.4.
AMENDMENTS. THIS GUARANTY MAY BE
AMENDED ONLY BY AN INSTRUMENT IN WRITING EXECUTED BY THE PARTY OR AN AUTHORIZED
REPRESENTATIVE OF THE PARTY AGAINST WHOM SUCH AMENDMENT 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 NO GUARANTOR MAY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT,
ASSIGN ANY OF ITS RIGHTS, POWERS, DUTIES OR OBLIGATIONS HEREUNDER.
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 ANY
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 SUCH 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. EACH 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
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terms thereof. Each Guarantor shall reasonably cooperate with the Agent and
Lenders in effecting any such