HAVE THE RIGHT TO ENFORCE
THIS GUARANTY IN SEPARATE ACTIONS AGAINST THE 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 THE
GUARANTOR MAY NOT, 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 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.
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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