EXHIBIT (j)(1)
GENERAL GUARANTEE AGREEMENT
GENERAL GUARANTEE AGREEMENT, dated July 13, 1998 (the "Guarantee"), by
National Union Fire Insurance Company of Pittsburgh, Pa., a Pennsylvania
corporation (the "Guarantor"), in favor of each party (individually, a "Party"
and collectively, "Parties") insured under policies issued by American
International Life Assurance Company of New York, a corporation organized under
the laws of New York, (the "Company").
1. Guarantee. For value received, and to induce Parties to purchase
insurance from the Company, the Guarantor unconditionally and irrevocably
guarantees to each Party, its successors, endorsees and assigns, the prompt
payment when due of all present and future obligations and liabilities of any
kind whatsoever of the Company to such Party arising from policies of insurance
issued by the Company, including but not limited to payments for claims, losses
and return premiums whether due or to become due, secured or unsecured, absolute
or contingent, joint or several (the "Obligations").
2. Nature of Guarantee. The Guarantor's obligations hereunder with
respect to any Obligation shall not be affected by the existence, validity,
enforceability, perfection or extent of any collateral for such Obligation. No
Party shall be obligated to file any claim relating to the Obligations owing to
it in the event that the Company becomes subject to a bankruptcy, reorganization
or similar proceeding, and the failure of any Party to so file shall not affect
the Guarantor's obligations hereunder. In the event that any payment to any
Party in respect to any Obligations is rescinded or must otherwise be returned
for any reason whatsoever, the Guarantor shall remain liable hereunder in
respect to such Obligations as if such payment had not been made. The Guarantor
reserves the right to assert defenses which the Company may have to payment of
any Obligation other than defenses arising from the bankruptcy or insolvency of
the Company and other defenses expressly waived hereby.
3. Consents. Waivers and Renewals. The Guarantor agrees that a
Party may at any time and from time to time, either before or after the maturity
thereof, without notice to or further consent of the Guarantor extend the time
of payment of, exchange or surrender any collateral for, or renew any of the
Obligations owing to it, and may also make any agreement with the Company or
with any other party to or person liable on any of the Obligations, or
interested therein, for the extension, renewal, payment, compromise, discharge
or release thereof, in whole or in part, or for any modification of the terms
thereof or of any agreement between such Party and the Company or any of such
other party or person, without in any way impairing or affecting this Guarantee.
The Guarantor agrees that a Party may resort to the Guarantor for payment of any
of the Obligations, whether or not the Party shall have resorted to any
collateral security, or shall have proceeded against any other obligor
principally or secondarily obligated with respect to any of the Obligations.
4. Expenses. The Guarantor agrees to pay on demand all
out-of-pocket expenses (including the reasonable fees and expenses of its
counsel) in any way relating to the enforcement or protection of the rights of a
Party hereunder; provided, that the Guarantor shall not be liable for any
expenses of a Party if no payment under this Guarantee is due.
5. Subrogation. Upon payment of all the Obligations owing to any
Party, the Guarantor shall be subrogated to the rights of such Party against the
Company, and such Party agrees to take at the Guarantor's expense such steps as
the Guarantor may reasonably request to implement such subrogation.
6. Third-Party Beneficiary Contract. The Guarantor hereby
acknowledges that Parties insured under policies issued by the Company prior to
the termination of the Guarantee are intended third-party beneficiaries of the
Guarantee who may enforce this Guarantee directly against the Guarantor.
7. Termination. This Guarantee may be terminated after 30 days
notice given by the Guarantor by publication in The Wall Street Journal;
provided, however, that in the event that a Party has requested, by written
notice to the Secretary of the Guarantor at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, prior to the date of such publication, that such Party be given notice of
any termination of this Guarantee (specifying the address to which such notice
to the Party shall be sent), this Guarantee shall remain in full force and
effect with respect to such Party until receipt by such Party of written notice
of termination in accordance with such request. Notwithstanding the foregoing
sentence, this Guarantee shall remain in full force and effect with respect to
Obligations of the Company outstanding or contracted or committed for (whether
or not outstanding) prior to the 30th day after publication of notice of such
termination in The Wall Street Journal, or, in the event that a Party has
requested notice of termination as provided above, prior to receipt by such
Party of written notice of termination in accordance with such request, until
such Obligations shall be finally and irrevocably paid in full.
8. Governing Law. This Guarantee shall be governed by and construed
in accordance with the laws of the State of New York.
NATIONAL UNION FIRE INSURANCE COMPANY
OF PITTSBURGH, PA.
By: /s/
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By: /s/
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