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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
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waives (to the extent permitted by law) diligence, presentment, protest, demand
for payment and notice of default or nonpayment to or upon the Borrower or the
Guarantor with respect to the Obligations. The Guarantor hereby waives any and
all rights (including, without limitation, defenses) it may have as a surety in
respect of the Borrower. The guarantee contained in this Article VII shall be
construed as a continuing, absolute and unconditional guarantee of payment and
performance without regard to (a) the validity or enforceability of this
Agreement, any other Loan Document or any of the documents executed in
connection therewith, any of the Obligations or any collateral security therefor
or guarantee or right of offset with respect thereto at any time or from time to
time held by the Administrative Agent or any Lender, (b) any defense (including,
without limitation, any statute of limitations), set-off or counterclaim (other
than a defense of payment or performance) which may at any time be available to
or be asserted by the Borrower against the Administrative Agent or any Lender,
or (c) any other circumstance whatsoever (with or without notice to or knowledge
of the Borrower or the Guarantor) which constitutes, or might be construed to
constitute, an equitable or legal discharge of the Borrower for the Obligations,
or of the Guarantor (including, without limitation, any defense of a surety or
guarantor) under the guarantee contained in this Article VII, in bankruptcy or
in any other instance. When pursuing their rights and remedies hereunder against
the Guarantor, the Administrative Agent, the Agents and any Lender may, but
shall be under no obligation to, pursue such rights and remedies as they may
have against the Borrower or any other Person or against any collateral security
or guarantee for the Obligations or any right of offset with respect thereto,
and any failure by the Administrative Agent, the Agents or any Lender to pursue
such other rights or remedies or to collect any payments from the Borrower or
any such other Person or to realize upon any such collateral security or
guarantee or to exercise any such right of offset, or any release of the
Borrower or any such other Person or of any such collateral security, guarantee
or right of offset, shall not relieve the Guarantor of any liability hereunder,
and shall not impair or affect the rights and remedies, whether express, implied
or available as a matter of law, of the Administrative Agent, the Agents or any
Lender against the Guarantor.

         SECTION 7.5 Reinstatement. The Guarantee contained in this Article VII
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Obligations is rescinded or
must otherwise be restored or returned by the Administrative Agent, the Agents
or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Borrower or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the
Borrower or any substantial part of its property, or otherwise, all as though
such payments had not been made.

         SECTION 7.6 Payments. The Guarantor hereby agrees that the amounts
payable by the Guarantor hereunder will be paid to the Administrative Agent
without set-off or counterclaim in Dollars at the Payment Office

         SECTION 7.7 Binding on Successors and Assigns. The Guarantor hereby
agrees that the provisions of this Article VII, and the obligations of the
Guarantor hereunder, shall be binding upon the Guarantor's successors and
assigns, and shall inure to the benefit of the Administrative Agent, the Agents
and the Lenders, and their respective successors, endorsees, transferees and
assigns.


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