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 under 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 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).

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 under the Guarantee dated December __, 1996 by Stevxx Xxxxx xx NationsBanc for the benefit of Obligorhereunder; 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 NationsBanc 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 Subject to the provisions of Section 11 hereof, Guarantor hereby unconditionally guarantees the full payment and performance by Obligor Xxxxxx of all such financial accommodationsany loans by Bank of America, whether or not evidenced by promissory notes, any obligations of Xxxxxx to Bank of America for letters of credit or agreements with respect thereto, any drafts or any obligations of Xxxxxx to Bank of America for acceptances or agreements with respect thereto, including all interest and other charges with respect theretostated therein, any other loans, promissory notes, advances or overadvances payable by Xxxxxx to Bank of America, including all interest and including other charges stated therein, all obligations of Obligor Xxxxxx to Bank of America under any promissory note, loan agreement, lease, conditional sales contractguaranty, security agreement, instrument of lien, security deed or other security device in favor of NationsBancBank of America, and all other obligations of Obligor Xxxxxx to NationsBanc, Bank of America however and whenever incurred or evidenced, in each case under or arising out of the Loan Documents and committed, created, contracted, assumed or incurred prior to receipt of written notice of termination of this Guaranty as hereafter provided pursuant to any agreement entered into by Bank of America prior to receipt of such notice, whether direct or indirect, absolute or contingent, or due or to become due (hereafter the "Guaranteed Obligations"). The obligation of the undersigned Guarantor 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 Xxxxxx at any time, (ii) or the extension or modification of the Guaranteed Obligations by operation of law or (iii) any other change in Obligor's composition, nature, personnel or locationlaw. The obligation of Guarantor hereunder may be considered by NationsBanc Bank of America 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 under 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 NationsBanc Bank of America hereunder will then be made by the undersigned Guarantor immediately upon demand by NationsBancBank of America. To the extent that NationsBanc receives If claim is ever made upon Bank of America for repayment or recovery of any amount or amounts received by Bank of America in payment of any of the ObligationsGuaranteed Obligations and Bank of America repays all or part of said amount by reason of (a) any judgment, which payment is thereafter set aside decree or required order of any court or administrative body having jurisdiction over Bank of America or any of its property, or (b) any settlement or compromise of any such claim effected by Bank of America in good faith with any such claimant (including Xxxxxx), then in such event, Guarantor shall be and remain obligated to Bank of America hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by Bank of America, notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing any of the Guaranteed Obligations by reason of such receipt. Guarantor agrees that the books and records of Bank of America showing the account between Bank of America and Xxxxxx (and the account between Bank of America and each Company Borrower) shall be repaid admissible in whole evidence in any action or in part, then, proceeding and shall constitute prima facie proof thereof. Guarantor agrees to pay all costs of Bank of America (to the extent incurred in good faith) of collection of any sum not finally retained or sums due hereunder, and, if collected by NationsBancor through an attorney, the reasonable attorneys' fees together with all other legal and court expenses incurred in good faith. Guarantor agrees that its obligation of the undersigned hereunder shall remain not be discharged or impaired in full force and effect (any respect by reason of any failure by Bank of America to perfect, or be reinstated)continue perfection of, any lien or security interest in any security or any delay by Bank of America in perfecting any such lien or security interest.