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10.156
CONSENT OF GUARANTOR
(HEADQUARTERS READVANCE)
The undersigned, MEGO FINANCIAL CORP., a New York corporation
(formerly named Mego Corp.) ("Guarantor"), hereby acknowledges that Guarantor
executed and delivered to GREYHOUND REAL ESTATE FINANCE COMPANY, an Arizona
corporation ("GREFCO"), an Amended and Restated Guarantee and Subordination
Agreement dated as of May 10, 1989 (the "Guarantee"), guaranteeing performance
of the obligations of PREFERRED EQUITIES CORPORATION, a Nevada corporation
("Borrower"), to Lender (as hereinafter defined) under the Loan Agreement, the
Note and other Documents (as the terms "Loan Agreement," "Note" and "Documents"
are defined in the Guarantee).
GREFCO has assigned the Note and all of GREFCO's rights and
obligations under the Loan Agreement and the other Documents to FINOVA CAPITAL
CORPORATION, a Delaware corporation (formerly known as Greyhound Financial
Corporation) ("Lender"), pursuant to a plan of liquidation between GREFCO and
Lender.
With Guarantor's ratification, consent and approval, Borrower and
Lender amended and restated the Loan Agreement pursuant to that certain Second
Amended and Restated and Consolidated Loan and Security Agreement dated May 15,
1997 (the "Amended and Restated Loan Agreement").
Guarantor hereby acknowledges that, pursuant to the terms of the
Amended and Restated Loan Agreement, Xxxxxx proposes to advance to Borrower an
additional principal sum of up to One Million Five Hundred Thousand Dollars
($1,500,000.00) (the "Headquarters Readvance"). Guarantor further acknowledges
that the Headquarters Readvance is evidenced by that certain Third Amended and
Restated Promissory Note in the principal amount of Six Million Five Hundred
Eighty-Three Thousand Four Hundred Six and 43/100 Dollars ($6,583,406.43) dated
September 29, 1998, executed by Xxxxxxxx and payable to the order of Lender (as
from time to time modified, extended, renewed, replaced or restated, the "Third
Amended Headquarters Note"), that the Headquarters Readvance is secured, in
part, by certain real property located in Xxxxx County Nevada pursuant to that
certain Third Modification of Deed of Trust, Assignment of Rents and Proceeds
and Security Agreement [FCFC Property] dated September 29, 1998 (the "Third FCFC
Deed of Trust Modification") and pursuant to that certain Sixth Modification of
Deed of Trust, Assignment of Rents and Proceeds and Security Agreement
[Headquarters] dated September 29, 1998 (the "Sixth Headquarters Deed of Trust
Modification"), which
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amend in certain respects certain existing deeds of trust in favor of Xxxxxx and
that a side letter is being executed in connection with the Headquarters
Readvance (the "Headquarters Readvance Side Letter").
Guarantor consents to the Third Amended Headquarters Note, the
Third FCFC Deed of Trust Modification, the Sixth Headquarters Deed of Trust
Modification and the Headquarters Readvance Side Letter and agrees that (i) the
Guarantee shall remain in full force and effect, (ii) that the obligations of
the Guarantor under the Guarantee are joint and several with those of each other
Obligor (as that term is defined in the Guarantee), (iii) Guarantor's liability
under the Guarantee shall continue undiminished by the Third Amended
Headquarters Note, the Third FCFC Deed of Trust Modification, the Sixth
Headquarters Deed of Trust Modification and the Headquarters Readvance Side
Letter and (iv) all terms, conditions and provisions set forth in the Third
Amended Headquarters Note, the Third FCFC Deed of Trust Modification, the Sixth
Headquarters Deed of Trust Modification and the Headquarters Readvance Side
Letter and all other Documents executed therewith, are hereby ratified, approved
and confirmed.
Guarantor reaffirms as if made on the date hereof all of
Guarantor's representations and warranties contained in the Guarantee except as
otherwise set forth in the Amended and Restated Loan Agreement, in the
Headquarters Readvance Side Letter or on EXHIBIT 1 attached hereto. Guarantor
acknowledges that as of the date hereof, it has (a) no defense, counterclaim,
offset, cross-complaint, claim or demand of any nature whatsoever which can be
asserted as a basis to seek affirmative relief or damages from Lender or GREFCO
or as a basis to reduce or eliminate all or any part of its liability under the
Guarantee, and (b) no other claim against Lender or GREFCO with respect to any
portion of the transaction described in the Documents.
IN WITNESS WHEREOF, Xxxxxxxxx has hereunto executed this
instrument as of the 29th day of September, 1998.
MEGO FINANCIAL CORP., a New York
corporation
By _________________________________
Its ________________________________
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STATE OF _____________ )
) ss.
COUNTY OF ____________ )
BEFORE ME, the undersigned authority, a Notary Public in and for
the County and State aforesaid, on this day personally appeared
____________________________________________________________________, known to
me to be the __________________________ of MEGO FINANCIAL CORP., a New York
corporation, who acknowledged to me that the same was the free act and deed of
such corporation and that s/he being authorized by proper authority to do so,
executed the same on behalf of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____ day of
_____________, 1998.
____________________________________
Notary Public
My Commission Expires:
___________________________
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EXHIBIT 1 TO
CONSENT OF GUARANTOR
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REAFFIRMED
BY GUARANTOR PURSUANT TO THIS CONSENT
[IF NONE, INSERT "NONE"]
NONE
