GUARANTY AGREEMENT
1. DATE AND PARTIES. This Guaranty Agreement ("Agreement") is dated as of
September 30, 1997, and the parties and their mailing addresses and Borrower's
and Guarantor's tax identification numbers are as follows:
Borrower: Xxxxxx Industries, Inc., a Florida corporation
0000 X. Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Tax I.D. No.: applied for
Holder: Xxxxxxxx Inc.
000 Xxxx Xxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
ATTN: Xxxxx Xxxxx
Guarantor: Smart Choice Automotive Group, Inc.,
a Florida corporation
0000 X. Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Tax I.D. No. 00-0000000
2. PROMISE OF GUARANTY. For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and to induce Holder to make the
Loan, as defined in Paragraph 2(a) hereof, Guarantor hereby jointly and
severally absolutely and unconditionally guarantees, without limitation, the
full and prompt performance of the Obligations, as defined herein, to Holder.
This Guaranty is an absolute, unconditional, and continuing guaranty of the full
and punctual payment and performance of the Obligations, and not of their
collectability only, and is in no way conditioned upon Holder first attempting
to collect any of the Obligations from Borrower or resorting to any collateral
security or other means of obtaining payment of any of the Obligations which
Holder may now or hereafter acquire or upon any contingency whatsoever. The
terms "Obligations" and "Obligation" are used interchangeably and include the
following:
(a) PROMISSORY NOTE. All obligations, agreements, promises and
covenants of Borrower under that certain Promissory Note of even date
herewith ("Note"), executed by Borrower, payable to the order of
Holder, evidencing a loan to Borrower in the initial principal amount
of $1,500,000.00, and all extensions, renewals, modifications, or
substitutions thereof (the "Loan"). The terms of the Note are
incorporated herein by reference as if set forth herein word for word;
(b) BORROWER'S PERFORMANCE. All obligations of Borrower or any other
person to perform under the terms of the Note, any loan agreement
related to the Loan, and any deed of trust, trust deed, mortgage, deed
to secure debt, assignment of beneficial interest, security agreement,
guaranty agreement, or any other agreement which secures, guaranties,
or otherwise relates to the Note or Loan, the terms of which are
incorporated herein by reference as if set forth herein word for word;
(c) FUTURE ADVANCES. All obligations arising from all future advances
by Holder to Borrower, or to Borrower and others, plus all additional
obligations of Borrower to Holder (1) regardless of whether or not this
Agreement is specifically referred to in the evidence of indebtedness
with regard to such future and additional indebtedness; (2) regardless
of whether such indebtedness is incurred for any business or
agricultural purpose that was related or wholly unrelated to the
purpose of the Loan and (3) regardless of whether such indebtedness was
incurred for some personal purpose, non-business purpose, or any other
purpose related, unrelated, similar or dissimilar to the purpose of the
Loan;
(d) ADVANCES AND EXPENSES. All obligations arising from sums advanced
and expenses incurred by Holder for the purpose of insuring, preserving
or otherwise protecting any collateral for either the Loan, its value
or any of the Obligations defined in this Paragraph 2, and any other
sums advanced and expenses incurred by Holder under this Agreement, the
Note, any loan agreement related to the Loan, and any deed of trust,
trust deed, mortgage, deed to secure debt, assignment of beneficial
interest, security agreement, guaranty agreement, or any other
agreement which secures, guarantees, or otherwise relates to the Note,
the Loan, or any of the Obligations defined in this Paragraph 2,
including but not limited to expenses of disposing of any collateral
securing the Loan or the other Obligations, collection expenses and
attorneys' fees, plus interest at the highest lawful rate which may be
charged by Holder on the Obligations. In addition to any other
expenses, Guarantor agrees to pay all reasonable expenses relating to
default and collection of those Obligations described in this
Paragraphs 2, as follows: Expenses for taking, holding, preparing for
sale, selling or similar expenses, advances made for the above purposes
and advances relating to the collateral for Obligations made on
Borrower's behalf as permitted by any agreements securing such
Obligations; and reasonable attorneys' fees, paralegal fees and other
legal expenses to the extent not prohibited by law, including, but not
limited to, any such fees, costs and expenses incurred in or related to
collecting, protecting and enforcing liabilities, any negotiations or
legal proceedings, including, but not limited to, any bankruptcy
proceedings, or any actions in or relating to any bankruptcy
proceedings;
(e) OTHER OBLIGATIONS. All other obligations of Borrower to Holder,
including but not limited to any and all advances made by Holder on
Borrower's behalf and liabilities as guarantor, endorser or surety to
Holder, all whether now existing or hereafter arising, due or to become
due, direct or indirect, absolute or contingent, primary or secondary,
liquidated or unliquidated, or joint, several or joint and several; and
(f) MODIFICATIONS. All obligations arising out of any and all
extensions, renewals, modifications and substitutions of any of the
obligations set out in this Paragraph 2.
3. GUARANTOR'S WARRANTIES AND REPRESENTATIONS:
(a) INVESTIGATION. Guarantor has conducted such due diligence as
Guarantor deems appropriate with respect to Borrower's financial
condition and existing indebtedness, authority to borrow, and the use
and intended use of all Loan proceeds or other funds advanced or to be
advanced by Holder to Borrower or on Borrower's behalf that create the
Obligations; and Guarantor has not relied on any representations of
Holder or any information provided by Holder about Borrower, Borrower's
financial condition and the existing indebtedness, Borrower's
authority, or Borrower's use and intended use of all Loan proceeds or
other funds giving rise to the Obligation whether now or hereafter
advanced to Borrower or for Borrower's benefit;
(b) RELIANCE. Guarantor acknowledges that Holder is relying on this
Agreement in making the Loan to Borrower and to otherwise extend
financial accommodation to the Borrower or for Borrower's benefit from
time to time and Guarantor acknowledges and agrees that the requirement
for Guarantor's signature is necessary in order for Holder to make the
Loan;
(c) BENEFIT TO GUARANTOR. Guarantor represents and warrants that
Guarantor is the sole owner of all of the issued and outstanding
capital stock of Borrower, subject to no liens or incumbrances except
for a security interest in favor of Holder in connection with the Loan
and that the Loan will be of substantial benefit to Guarantor;
(d) NO DEFENSES. Guarantor represents that as of the date of this
Agreement, Guarantor has no claims or causes of action against Holder,
nor any defenses, set-offs, or counterclaims to this Agreement, and in
consideration of the making of the Loan or the renewal or extension
thereof, Guarantor releases all rights or claims whatsoever of
Guarantor against Holder which exist as of the date hereof;
(e) AGREEMENTS. The execution and delivery of this Agreement will not
violate any agreement governing Guarantor or to which Guarantor is a
party, except for violations, if any, that have been disclosed in
writing to Holder and that would not result in any material adverse
consequences for the business, operations or financial condition of
Guarantor or for the ability of Guarantor to perform its obligations in
connection with the Loan, including but not limited to its obligations
hereunder;
(f) HOLDER'S CONDUCT. If at any time Guarantor believes that any
employee of Holder has engaged in conduct which is unfair or improper
or Holder exercises any undue control over the business, management,
property or decisions of Borrower or Guarantor, Guarantor will notify
Holder in writing immediately of the following:
(1) Conduct of Holder which forms the basis of Guarantor's
concern; (2) Name of Holder employee(s) involved; (3) Harm
which Guarantor believes will result if Holder does not
alleviate the problem;
(g) COMPLIANCE WITH LAW. Guarantor is in compliance with all laws,
regulations, ordinances, and orders of public authorities applicable to
Guarantor, except for violations, if any, that have been disclosed in
writing to Holder and that would not result in any material adverse
consequences for the business, operations or financial condition of
Guarantor or for the ability of Guarantor to perform its obligations in
connection with the Loan, including but not limited to its obligations
hereunder;
(h) ACCURACY OF INFORMATION. All other information, reports, papers,
and data given to Holder with respect to Guarantor or to others
obligated under the terms of this Agreement are accurate and correct in
all material respects and complete insofar as completeness may be
necessary to give Holder a true and accurate knowledge of the subject
matter of the aforesaid information; the net worth of Guarantor as of
the date hereof, determined on the basis of generally accepted
accounting principles, consistently applied, is in excess of $9
million; and Guarantor has the capacity to pay its creditors and debts
as they come due, notwithstanding the guaranty made herein;
(i) CORPORATE WARRANTIES AND REPRESENTATIONS. Guarantor makes to Holder
the following warranties, representations, and covenants, which shall
be continuing so long as the obligations of Guarantor under this
Agreement remain outstanding:
(1) Guarantor is a corporation which is duly organized and is
validly existing as a corporation in good standing under the
laws of the state of its organization as identified in
paragraph 1 of this Agreement;
(2) Guarantor has the corporate power and authority to carry
on its business as now being conducted;
(3) Guarantor is qualified to do business and is in good
standing in Florida and every other jurisdiction in which the
nature of its business or its property makes such
qualification necessary;
(4) The execution, delivery, and performance of this Agreement
and any documents securing this Agreement by Guarantor are
within the corporate powers of Guarantor; have been duly
authorized by all requisite action; have received all
necessary governmental approval; will not violate any
provision of law, any order of any court or other agency of
government, or Guarantor's articles of incorporation, by-laws,
partnership agreement or other organizational document; will
not violate any provision of any indenture, agreement or other
instrument to which Guarantor is a party or to which Guarantor
or any of Guarantor's property is subject, including, but not
limited to, securing the obligations of Guarantor under this
Agreement, any provision prohibiting the creation or
imposition of any lien, charge, or encumbrance of any nature
whatsoever upon any of Guarantor's property or assets; and
(5) Upon request by Holder, Guarantor shall deliver to Holder
copies of its articles of incorporation and bylaws certified
by Guarantor's secretary as being true and correct copies of
same.
4. INVALIDITY OF SECURITY AND COLLATERAL IMPAIRMENT. The obligations of
Guarantor under this Agreement shall not be released, discharged, or in any way
affected or become unenforceable, nor shall Guarantor have any rights against
Holder by reason of any of the following:
(i) that the condition of any collateral securing the
Obligations or Guarantor's obligations under this
Agreement may be in default at the time of acceptance
thereof by Holder;
(ii) that a valid lien in any collateral securing the
Obligations or Guarantor's obligation under this
Agreement may not be conveyed to, created or
perfected in favor of Holder;
(iii) that the value of, or the lien or security
interest of Holder in, any of collateral securing the
Obligations or Guarantor's obligations under this
Agreement may be or become impaired;
(iv) that the collateral may be subject to equities,
defenses or claims in favor of others or may be
invalid or defective in any way; or
(v) Holder's act, or failure to act, as the case may
be, with respect to any collateral securing the
Obligations or Guarantor's obligations under this
Agreement authorized to be taken or excused from
being taken under the security agreement, mortgage,
assignment or other documents creating or perfecting
Holder's security interest in such collateral; or
(vi) the existence or priority of any liens or
security interests in favor of third parties
affecting or encumbering all or any portion of the
collateral securing or intended to secure the Loan.
5. EVENTS OF DEFAULT. Guarantor shall be in default upon the occurrence of any
of the following events, circumstances, or conditions ("Events of Default"):
(a) Failure by any person obligated on the Obligations to make
payment or performance to Holder when due; or
(b) A default or breach under any of the terms of this Agreement, the
Note, any construction loan agreement or other loan agreement, any
security agreement, mortgage, deed to secure debt, deed of trust, trust
deed, or any other document or instrument evidencing, guaranteeing,
securing or otherwise relating to the Obligations, this Agreement, or
any other obligations of Borrower or Guarantor; or
(c) The making or furnishing of any verbal, or written, representation,
statement, or warranty to Holder which is false or incorrect in any
material respect or the failure to furnish facts necessary to prevent
any statement made from being materially misleading, by, or on behalf
of, Guarantor or Borrower; or
(d) The death, dissolution, liquidation, or insolvency of Borrower or
Guarantor, the appointment of a receiver by or on the behalf of
Borrower or Guarantor, the assignment for the benefit of creditors by
or on the behalf of Borrower or Guarantor, the voluntary or involuntary
termination of existence by Borrower or Guarantor, or the commencement
of an action or proceeding under any present or future federal or state
insolvency, bankruptcy, reorganization, composition, or debtor relief
law by or against Guarantor or Borrower; or
(e) A good faith belief by Holder at any time that Holder is insecure,
that the prospect of any payment of an Obligation is impaired, or that
the collateral for the Obligations or this Agreement is impaired; or
(f) Failure of Borrower or Guarantor to pay and provide proof of
payment of any tax, assessment, rent, insurance premium, or escrow on
or before its due date; or
(g) A transfer of a substantial part of Guarantor's money or property
to any one or more person(s) other than a wholly-owned subsidiary of
Guarantor; or
(h) Use of any portion of the Loan proceeds or other funds giving rise
to an Obligation, whether now or hereafter advanced to Borrower or for
Borrower's benefit, in any transaction which may cause Holder to
directly or indirectly incur any securities or environmental liability;
or
(i) Any charge or indictment against Guarantor or Borrower under a
federal or state law for which forfeiture is a potential penalty.
6. REMEDIES UPON DEFAULT. At the option of Holder, all or any part of the
Obligations and the obligations of Guarantor under this Agreement shall become
immediately due and payable without notice or demand, upon the occurrence of an
Event of Default or at any time thereafter. In addition, upon the occurrence of
any Event of Default, Holder, at its option, may immediately invoke any or all
other remedies provided for in this Agreement, the Note, or any other instrument
evidencing the Obligations, and any documents securing or otherwise relating to
this Agreement or the Obligations. All rights and remedies are cumulative and
not exclusive, and Holder is entitled to all remedies provided by law or equity,
whether or not expressly set forth.
7. EFFECT OF BORROWER'S BANKRUPTCY. Guarantor understands and agrees that, if
bankruptcy, reorganization or receivership proceedings should at any time be
filed by or against Borrower, or upon the insolvency (however defined) of
Borrower, this Agreement shall remain in full force and effect, and the maturity
of the Loan and any other Obligations and Guarantor's liability hereunder may be
accelerated, and all the aforesaid obligations of Borrower and Guarantor may
become immediately payable by Guarantor. No invalidity, irregularity, or
unenforceability by reason of the Federal Bankruptcy Code, 11 U.S.C. ss.ss.101
et seq., as amended from time to time, or any insolvency or other similar law,
or any law or order of any government or agency thereof purporting to reduce,
amend or otherwise affect, the Obligations, shall impair, affect, be a defense
to or claim against the obligations of Guarantor under this Agreement. Any
determination by final order of a court of competent jurisdiction that any
payment of principal or interest to Holder by any other guarantor, surety,
endorser or co-maker was a voidable preference or a fraudulent conveyance under
the bankruptcy or insolvency laws of the United States or otherwise shall not
extinguish Guarantor's liability to Holder under this Agreement, and Guarantor
shall be liable to pay to Holder any amounts which Holder may be required to
disgorge because of the insolvency or bankruptcy of Borrower or any other
guarantors, surety, endorser, or co-maker of the Obligations.
8. CONSENTS BY GUARANTOR. Guarantor consents and agrees that:
(a) To enforce the liability of Guarantor hereunder Holder shall NOT be
required to first:
(1) give Guarantor any notice of Borrower's default;
(2) foreclose upon or resort to any mortgage, pledge or other
collateral held as security for the Loan or any other
Obligation;
(3) attempt to enforce the liability of the Borrower or of any
other maker, surety, guarantor, endorser, or other third party
who may be primarily or secondarily liable for the Loan or any
other Obligation; or
(4) exhaust any other remedies it may have.
(b) Holder may, without notice to Guarantor and without defeating or
diminishing the liability of Guarantor hereunder, and on any terms
satisfactory to Holder, from time to time on one or more occasions,
without limitation:
(1) release in whole or in part any mortgage, pledge or other
collateral held as security for the Loan or other Obligations,
or accept substitutions of collateral therefor; or
(2) extend the maturity or modify the terms of the Loan or
other Obligations, or permit the substitution or the renewal
or renewals thereof, without limitation as to the number of
renewals, extensions, modifications or substitutions; or
(3) release, agree not to xxx, suspend the right to enforce
its rights as to Borrower or any third party who may at any
time be liable as a co-obligor, endorser, surety,
accommodation maker, guarantor or otherwise for the Loan or
other Obligations, including the release of any co-signer of
this Agreement, without the permission of the other signer(s);
or
(4) enter into agreements for sale, repurchase and
participations of the Note and Loan or other Obligations to
any person in any amounts; or
(5) assign all or any part of the Note or other Obligations or
this Agreement, in which event this Agreement shall inure to
the benefit of any such assignee with the same force and
effect as though the assignee was specifically named herein;
or
(6) make any future advances to Borrower without limit as to
the amounts, numbers or terms of payment or interest rates of
such advances; or
(7) agree to any valuation of any collateral securing the
Obligations or this Agreement made in connection with any
proceedings under the U.S. Bankruptcy Code concerning Borrower
or Guarantor, without regard to the amount of such valuation
or any actual monies received by Holder from the sale of such
collateral; or
(8) take or fail to take any action authorized or permitted to
be taken or that Holder is excused from taking by the Note, or
any other instrument evidencing, guaranteeing, securing or
otherwise relating to the Obligations, this Agreement, or any
other obligations of Borrower or Guarantor to Holder.
9. WAIVERS. The Guarantor waives presentment for payment, demand, protest,
notice of dishonor, notice of intent to accelerate, notice of acceleration,
notice of acceptance of this Agreement, notice of the assignment of this
Agreement or the Note or other Obligations, and notice of action by Holder upon
default in regard to the Obligations, and any right of set-off Guarantor may
have against Holder or any participating Holder. Guarantor further waives the
following rights: (i) all rights to indemnification, reimbursement,
contribution, or other rights at law or equity to recover or seek recovery from
Borrower or any insider, as that is defined in 11 U.S.C. ss.101(30) as amended,
of the Borrower for any sums paid by Guarantor to Holder in full or partial
satisfaction of Borrower's Obligations or Guarantor's obligations to Holder
under this Agreement; (ii) all rights to be subrogated to the rights of Holder
against the Borrower or any insider, as defined above, for any sums paid by
Guarantor to Holder in full or partial satisfaction of Borrower's Obligations or
Guarantor's obligations to Holder under this Agreement; (iii) all other claims,
cause of action, liens, rights of payment, rights of equitable remedy for breach
of performance if such breach gives rise to a right of payment against Borrower
or any insider as defined hereinabove, whether or not any of foregoing is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured.
10. GUARANTY IRREVOCABLE. This Agreement constitutes a continuing guaranty of
the Obligations, cannot be revoked by Guarantor, and will remain in full force
and effect until the Obligations are paid in full.
11. JOINT AND SEVERAL LIABILITY. Each Guarantor shall be jointly and severally
liable for the payment of the entire amount of the unpaid balance owing under
the Obligations, and Holder shall not, as a condition precedent to enforcing any
Guarantor's liability hereunder, be obligated to enforce payment from any other
guarantor. The failure by any person to sign this Agreement shall not affect the
enforceability against each person who signs this Agreement.
12. CHANGES IN ORGANIZATION. No change in the corporate organization or
structure of Borrower shall discharge or otherwise affect Guarantor's
liabilities hereunder.
13. NO CONDITIONS. The liability of Guarantor hereunder is not conditioned upon
the signing of this Agreement by any other person and is not subject to any
other condition not herein expressly set out.
14. ATTORNEYS' FEES AND COSTS. Guarantor agrees to pay the reasonable costs
incurred by Holder to enforce and collect this Agreement, including, but not
limited to, reasonable paralegal fees, attorneys' fees, court costs and other
legal expenses.
15. LIENS AND RIGHTS OF SET-OFF. In addition to all liens upon, and rights of
set-off against the moneys, securities, and other property of Guarantor given to
Holder by law, Holder shall have a lien upon and a right of set-off against all
moneys, securities, and other property of Guarantor now or hereafter in the
possession of Holder, whether held in a general or special account, or for
safekeeping or otherwise; and every such lien or right of set-off may be
exercised without demand upon or notice to Guarantor, without regard to the
existence or value of any collateral securing the Obligations or this Agreement,
and without regard to the number or creditworthiness of any other persons who
have agreed to pay the Obligations. If any such money is also owned by some
other person who has not guaranteed or agreed to pay the Obligations, Holder's
right of set-off will extend to the amount which could be withdrawn or paid
directly to Guarantor on Guarantor's request, endorsement or instruction alone.
Where Guarantor may obtain payment from Holder only with the endorsement or
consent of someone who has not guaranteed or agreed to pay the Obligations,
Holder's right of set-off will extend to Guarantor's interest in the obligation.
Holder's right of set-off will not apply to an account or other obligation if it
clearly appears that Guarantor's rights in the obligation are solely as a
fiduciary for another or to an account which, by its nature and applicable law,
must be exempt from the claims of creditors. Holder will not be liable for
failure to honor any instruction or request of Guarantor when there are
insufficient funds in the account or other obligation to pay for such
instruction or request because of Holder's exercise of its right of set-off.
Guarantor agrees to indemnify and hold Holder harmless from any person's claim
arising as a result of Holder's exercise of Holder's right of set-off and the
cost and expenses related thereto, including without limitation, attorneys' fees
and paralegal fees.
16. SUBORDINATION OF INDEBTEDNESS OF GUARANTOR TO BORROWER. Any indebtedness of
Guarantor now or hereafter held by Borrower is hereby subordinated to the
guaranty obligations of Guarantor to Holder under this Guaranty Agreement; and
such indebtedness of Guarantor to Borrower shall not be paid by Guarantor until
all of the Obligations shall have been paid and satisfied in full.
17. FINANCIAL STATEMENTS. Until the Obligations are satisfied in full, Guarantor
shall furnish Holder upon any material change in financial or business
condition, upon Holder's request, and in the event of no request, at least
annually, a current financial statement of Guarantor, which is certified by
Guarantor and Guarantor's accountant to be true and accurate, and Guarantor
shall also provide to Holder a copy of its audited financial statements,
certified by its independent auditors, promptly upon the issuance of such
auditors report.
18. TERMINATION OF GUARANTY. The obligations of Guarantor under this Agreement
shall continue in full force and effect until 120 days after the Obligations
have been paid or satisfied in full, provided however, that this Agreement shall
continue to be effective or shall be reinstated, as the case may be, if at any
time payment or other satisfaction of any of the Obligations is rescinded or
must otherwise be restored or refunded upon the insolvency or reorganization of
Borrower, or otherwise, as though such payment had not been made or such other
satisfaction had not occurred.
19. GENERAL PROVISIONS.
(a) TIME OF THE ESSENCE. Time is of the essence in Guarantor's
performance of all duties and obligations imposed by this Agreement.
(b) NO WAIVER BY HOLDER. Holder's course of dealing, forbearance, or
delay in, the exercise of any Holder's rights, remedies, privileges, or
right to insist upon Guarantor's strict performance of any provisions
contained in this Agreement or Borrower's strict performance of
Borrower's obligations, shall not be construed as a waiver by Holder,
unless any such waiver is in writing and signed by Holder.
(c) AMENDMENT. The terms and provisions of this Agreement may not be
waived, altered, modified or amended, except by a writing duly signed
by an authorized agent of Holder and by Guarantor.
(d) GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Arkansas, to the extent that such laws are not preempted by
federal laws and regulations.
(e) FORUM AND VENUE. In the event of litigation pertaining to this
Agreement, the exclusive forum, venue, and place of jurisdiction shall
be in the State of Arkansas, unless otherwise designated in writing by
Holder.
(f) SUCCESSORS. This Agreement shall inure to the benefit of and bind
the heirs, personal representatives, successors, and assigns of the
parties. The term "Holder" shall specifically include any transferee or
assignee of Holder or any other holder of the Obligations. The term
"Guarantor" shall specifically include any successors of Guarantor.
(g) NUMBER AND GENDER. Whenever used, the singular shall include the
plural, the plural the singular, and the use of any gender shall be
applicable to all genders.
(h) PARAGRAPH HEADINGS. The headings at the beginning of each paragraph
and each subparagraph in this Agreement are for convenience only and
shall not be dispositive in interpreting or construing this Agreement
or any part thereof.
(i) SEVERABILITY. If any provision of this Agreement shall be ruled
unenforceable or void by a court of law having jurisdiction over the
parties and subject matter, then such provision shall be deemed
severable from the remaining provisions and shall in no way affect the
enforceability of the remaining provisions nor the validity of this
Agreement.
(j) ENTIRE AGREEMENT. This Agreement and the Loan Documents as defined
in the Note contain all the terms of the agreement between Holder and
Guarantor, and no earlier statement has any force or effect.
20. RECEIPT OF COPY. By signing this Agreement, Guarantor acknowledges that
Guarantor has read the Agreement prior to execution and that a copy (copies) of
this Agreement was delivered and received by Guarantor.
GUARANTOR:
Smart Choice Automotive Group, Inc.
By: /s/ Xxxxx Xxxx Xxxxxxxxxx, Jr.
Name: Xxxxx Xxxx Xxxxxxxxxx, Jr.
Title: Assistant Vice President
Attest:
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Secretary
(Corporate Seal)
BORROWER:
XXXXXX INDUSTRIES, INC.
BY: /s/ Xxxxx Xxxx Xxxxxxxxxx, Jr.
Title: Vice President
