Common use of Character of Obligation Clause in Contracts

Character of Obligation. The undersigned hereby unconditionally guarantees the full payment and performance by Obligor of all such financial accommodations, including all interest and other charges with respect thereto, and including all obligations of Obligor under any promissory note, loan agreement, lease, conditional sales contract, security agreement, instrument of lien, security deed or other security device in favor of NationsBanc, and all other obligations of Obligor to NationsBanc, however and whenever incurred or evidenced, whether direct or indirect, absolute or contingent, or due or to become due (hereafter the "Obligations"). The obligation of the undersigned hereunder is primary and unconditional and shall be enforceable before, concurrently or after any claim or demand made or suit filed against Obligor or any other guarantor or surety, and before, concurrently or after any proceeding by NationsBanc against any security. The obligation of the undersigned shall be effective regardless of (i) the solvency or insolvency of Obligor at any time, (ii) the extension or modification of the Obligations by operation of law or (iii) any other change in Obligor's composition, nature, personnel or location. The obligation hereunder may be considered by NationsBanc either as a guaranty or an agreement of surety. All sums owing hereunder shall be deemed to become immediately due and payable if (a) Obligor defaults in any of the Obligations or under any material agreement with NationsBanc; (b) Obligor or the undersigned becomes insolvent or unable to pay debts as they mature or admits in writing to such effect, makes a conveyance fraudulent as to creditors under any state or federal law, makes an assignment for the benefit of creditors, or any proceeding is instituted by or against Obligor or the undersigned alleging that Obligor or the undersigned is insolvent or unable to pay debts as they mature, or a petition under any provision of Title 11 of the United States Code, as amended, is brought by or against Obligor or the undersigned and, in the case of a petition or proceeding which is brought by a third party, such petition or proceeding is not removed within thirty (30) days; (c) a receiver is appointed for any part of the property or assets of Obligor or the undersigned; (d) there occurs the sale, transfer or exchange, either directly or indirectly, of a controlling interest of the Obligor other than as permitted hereunder; or (e) any statement, representation or warranty at any time furnished or made by Obligor or the undersigned to NationsBanc is untrue in any material respect as of the date made or furnished. Payment of any sum or sums due to NationsBank hereunder will then be made by the undersigned immediately upon demand by NationsBanc. To the extent that NationsBanc receives payment of the Obligations, which payment is thereafter set aside or required to be repaid in whole or in part, then, to the extent of any sum not finally retained by NationsBanc, the obligation of the undersigned hereunder shall remain in full force and effect (or be reinstated). The undersigned agrees to pay all costs of NationsBanc of collection of any sum or sums due

Character of Obligation. The undersigned hereby unconditionally guarantees the full payment and performance by Obligor of all such financial accommodations, including all interest and other charges with respect thereto, and including all obligations of Obligor under any promissory note, loan agreement, lease, conditional sales contract, security agreement, instrument of lien, security deed or other security device in favor of NationsBanc, and all other obligations of Obligor to NationsBanc, however and whenever incurred or evidenced, whether direct or indirect, absolute or contingent, or due or to become due (hereafter the "Obligations"). The obligation of the undersigned hereunder is primary and unconditional and shall be enforceable before, concurrently or after any claim or demand made or suit filed against Obligor or any other guarantor or surety, and before, concurrently or after any proceeding by NationsBanc against any security. The obligation of the undersigned shall be effective regardless of (i) the solvency or insolvency of Obligor at any time, (ii) the extension or modification of the Obligations by operation of law or (iii) any other change in Obligor's composition, nature, personnel or location. The obligation hereunder may be considered by NationsBanc either as a guaranty or an agreement of surety. All sums owing hereunder shall be deemed to become immediately due and payable if (a) Obligor defaults in any of the Obligations or under any material agreement with NationsBanc; (b) Obligor or the undersigned becomes insolvent or unable to pay debts as they mature or admits in writing to such effect, makes a conveyance fraudulent as to creditors under any state or federal law, makes an assignment for the benefit of creditors, or any proceeding is instituted by or against Obligor or the undersigned alleging that Obligor or the undersigned is insolvent or unable to pay debts as they mature, or a petition under any provision of Title 11 of the United States Code, Code as amended, is brought by or against Obligor or the undersigned and, in the case of a petition or proceeding which is brought by a third party, such petition or proceeding is not removed within thirty (30) days; (c) a receiver is appointed for any part of the property or assets of Obligor or the undersigned; (d) there occurs the sale, transfer or exchange, either directly or indirectly, of a controlling interest of the Obligor other than as permitted hereunderunder the Guarantee dated December __, 1996 by Stevxx Xxxxx xx NationsBanc for the benefit of Obligor; or (e) any statement, representation or warranty at any time furnished or made by Obligor or the undersigned to NationsBanc is untrue in any material respect as of the date made or furnished. Payment of any sum or sums due to NationsBank NationsBanc hereunder will then be made by the undersigned immediately upon demand by NationsBanc. To the extent that NationsBanc receives payment of the Obligations, which payment is thereafter set aside or required to be repaid in whole or in part, then, to the extent of any sum not finally retained by NationsBanc, the obligation of the undersigned hereunder shall remain in full force and effect (or be reinstated). The undersigned agrees to pay all costs of NationsBanc of collection of any sum or sums due.

Character of Obligation. The undersigned hereby unconditionally guarantees the full payment and performance by Obligor Borrower of all such financial accommodationsloans and advances under the Financing Agreement, all obligations for letters of credit or agreements with respect thereto, any drafts or any obligations for acceptances or agreements with respect thereto, including all interest and other charges with respect relating thereto, and including all obligations of Obligor under any promissory note, loan agreement, lease, conditional sales contract, security agreement, instrument of lien, security deed or other security device in favor of NationsBanc, and all other obligations of Obligor to NationsBanc, however and whenever incurred or evidenced, whether direct or indirect, absolute or contingent, or due or to become due (hereafter the "Obligations"). The obligation of the undersigned hereunder is primary and unconditional and shall be enforceable before, concurrently or after any claim or demand is made or suit is filed against Obligor Borrower or any other guarantor or surety, and before, concurrently or after any proceeding by NationsBanc NationsBank against any security. The obligation of the undersigned , and shall be effective regardless of (i) the solvency or insolvency of Obligor Borrower at any time, (ii) the extension or modification of the Obligations by operation of law law, or (iii) the subsequent reorganization, merger or consolidation of Borrower, or any other change in Obligor's its composition, nature, personnel or location. The obligation hereunder may be considered by NationsBanc NationsBank either as a guaranty or an agreement of surety. All sums owing hereunder shall be deemed to become immediately due and payable if (a) Obligor defaults in any of the Obligations or under any material agreement with NationsBanc; (b) Obligor or the undersigned becomes insolvent or unable to pay debts as they mature or admits in writing to such effect, makes a conveyance fraudulent as to creditors under any state or federal law, makes an assignment for the benefit of creditors, or any proceeding is instituted by or against Obligor or the undersigned alleging that Obligor or the undersigned is insolvent or unable to pay debts as they mature, or a petition under any provision of Title 11 of the United States Code, as amended, is brought by or against Obligor or the undersigned and, in the case of a petition or proceeding which is brought by a third party, such petition or proceeding is not removed within thirty (30) days; (c) a receiver is appointed for any part of the property or assets of Obligor or the undersigned; (d) there occurs the sale, transfer or exchange, either directly or indirectly, of a controlling interest of the Obligor other than as permitted hereunder; or (e) any statement, representation or warranty at any time furnished or made by Obligor or the undersigned to NationsBanc is untrue in any material respect as of the date made or furnished. Payment of any sum or sums due to NationsBank hereunder will then be made by the undersigned immediately upon demand by NationsBancNationsBank. To If claim is ever made upon NationsBank for repayment or recovery of any amount or amounts received by NationsBank in payment of any of the extent Obligations and NationsBank repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over NationsBank or any of its property, or (b) any settlement or compromise of any such claim effected by NationsBank with any such claimant (including Borrower), then in such event the undersigned agrees that NationsBanc receives payment any such judgment, decree, order, settlement or compromise shall be binding upon the undersigned, notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing any of the Obligations, which payment is thereafter and the undersigned shall be and remain obligated to NationsBank hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by NationsBank. The undersigned agrees that the books and records of NationsBank showing the account between NationsBank and Borrower shall be admissible in evidence in any action or proceeding, shall be binding upon the undersigned for the purpose of establishing the items therein set aside or required forth, and shall constitute prima facie proof thereof, except that the monthly statements rendered to be repaid in whole or in part, thenBorrower by NationsBank shall, to the extent of any sum not finally retained by NationsBancto which no objection is made within thirty (30) days after date thereof, constitute an account stated between NationsBank and Borrower binding upon the obligation of the undersigned hereunder shall remain in full force and effect (or be reinstated)undersigned. The undersigned agrees to pay all costs of NationsBanc NationsBank of collection of any sum or sums duedue hereunder, and, if collected by or through an attorney, the lesser of actual attorney's fees or reasonable attorneys' fees together with all other legal and court expenses. The undersigned agrees that its obligation hereunder shall not be discharged or impaired in any respect by reason of any failure by NationsBank to perfect, or continue perfection of, any lien or security interest in any security or any delay by NationsBank in perfecting any such lien or security interest. The undersigned represents and warrants that it will receive a direct benefit from NationsBank's loans to Borrower.