EXPRESSED HEREIN.
6.5
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.
6.6
PARTIES BOUND; ASSIGNMENT; JOINT AND SEVERAL.
THIS GUARANTY SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS, ASSIGNS, HEIRS AND LEGAL REPRESENTATIVES; PROVIDED,
HOWEVER, THAT NO GUARANTOR MAY, WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER,
ASSIGN ANY OF ITS RIGHTS, POWERS, DUTIES OR OBLIGATIONS HEREUNDER EXCEPT AS MAY
OTHERWISE BE PERMITTED UNDER THE LOAN AGREEMENT.
THE OBLIGATIONS, LIABILITIES,
REPRESENTATIONS, COVENANTS AND AGREEMENTS OF GUARANTORS HEREUNDER ARE JOINT AND
SEVERAL.
6.7
HEADINGS.
SECTION HEADINGS ARE FOR CONVENIENCE OF REFERENCE ONLY
AND SHALL IN NO WAY AFFECT THE INTERPRETATION OF THIS GUARANTY.
6.8
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.
6.9
COUNTERPARTS.
TO FACILITATE EXECUTION, THIS GUARANTY MAY BE
EXECUTED IN AS MANY COUNTERPARTS AS MAY BE CONVENIENT OR REQUIRED.
IT SHALL NOT
BE NECESSARY THAT THE SIGNATURE OF, OR ON BEHALF OF, EACH PARTY, OR THAT THE
SIGNATURE OF ALL PERSONS REQUIRED TO BIND ANY PARTY, APPEAR ON EACH
COUNTERPART.
ALL COUNTERPARTS SHALL COLLECTIVELY CONSTITUTE A SINGLE
INSTRUMENT.
IT SHALL NOT BE NECESSARY IN MAKING PROOF OF THIS GUARANTY TO
PRODUCE OR ACCOUNT FOR MORE THAN A SINGLE COUNTERPART CONTAINING THE RESPECTIVE
SIGNATURES OF, OR ON BEHALF OF, EACH OF THE PARTIES HERETO. ANY SIGNATURE PAGE
TO ANY COUNTERPART MAY BE DETACHED FROM SUCH COUNTERPART WITHOUT IMPAIRING THE
LEGAL EFFECT OF THE SIGNATURES THEREON AND THEREAFTER ATTACHED TO ANOTHER
COUNTERPART IDENTICAL THERETO EXCEPT HAVING ATTACHED TO IT ADDITIONAL SIGNATURE
PAGES.
6.10
RIGHTS AND REMEDIES.
IF ANY GUARANTOR BECOMES LIABLE FOR ANY
INDEBTEDNESS OWING BY ANY BORROWER TO LENDER, BY ENDORSEMENT OR OTHERWISE, OTHER
THAN UNDER THIS GUARANTY,
16
SUCH LIABILITY SHALL NOT BE IN ANY MANNER IMPAIRED OR AFFECTED HEREBY AND THE
RIGHTS OF LENDER HEREUNDER SHALL BE CUMULATIVE OF ANY AND ALL OTHER RIGHTS THAT
LENDER MAY EVER HAVE AGAINST SUCH GUARANTOR.
TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THE EXERCISE BY LENDER 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.
6.11
ENTIRETY.
THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF
GUARANTORS AND LENDER WITH RESPECT TO GUARANTORS' GUARANTY OF THE GUARANTEED
OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF.
THIS GUARANTY IS INTENDED BY GUARANTORS AND LENDER AS A
FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF
DEALING BETWEEN ANY GUARANTOR AND/OR ANY BORROWER AND LENDER, NO COURSE OF
PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR