June 27, 1997
Xxxxxx Xxxxxxx & Co. Incorporated
Prudential Securities Incorporated
c/o Morgan Xxxxxxx & Co. Incorporated
as Representative of the Underwriters
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This Guaranty is made by EquiVantage Inc., a Delaware corporation with its
principal office at 00000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000
("EquiVantage"), in favor of Xxxxxx Xxxxxxx & Co. Incorporated, in its capacity
as Representative of the Underwriters (the "Representative") in connection with
the underwriting of the Offered Certificates (as defined in the Underwriting
Agreement), with its principal office at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
As an inducement to the Representative and in consideration of EquiVantage
Acceptance Corp. (the "Company") entering into the Underwriting Agreement
referred to below, EquiVantage Inc. hereby absolutely, unconditionally and
irrevocably guarantees the prompt performance of the obligations, including any
payment obligations, of the Company, a Delaware corporation with its principal
office at 00000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, under
Section VII of the Underwriting Agreement, dated June 19, 1997, between the
Company and the Representative. This Guaranty is a guaranty of performance and
payment and not of collection. The obligations of EquiVantage Inc. hereunder
shall not be impaired by failure of Company to provide notice to EquiVantage
Inc. of any modification or amendment of said contract agreed to by the parties
thereto. This Guaranty shall exist notwithstanding the validity or
enforceability of any instrument evidencing any such obligations by reason of
the dissolution, liquidation, reorganization of the Company, or the commencement
against the Company of a case in bankruptcy or any other law affecting
creditors' rights generally or the seeking of a trustee, receiver, liquidator,
custodian or other similar official. EquiVantage Inc. hereby waives any
requirement that the Representative shall take legal action against the Company
before enforcing this Guaranty. This Guaranty may be amended only by an
instrument in writing executed by the undersigned and accepted in writing by the
Representative.
This Guaranty shall be governed by the laws of the State of New York
applicable to agreements made and to be performed in the State of New York
without giving effect to the conflict of law rules thereof.
IN WITNESS WHEREOF, EquiVantage Inc. has caused this Guaranty to be
executed by duly authorized corporate officers the day and year first above
written.
EQUIVANTAGE INC.
By: /s/ Xxxxxxxxx Xxxx
-------------------------------
Name: Xxxxxxxxx Xxxx
Title: Senior Vice President
ACCEPTED this 27th day of June, 1997
XXXXXX XXXXXXX & CO. INCORPORATED,
as Representative of the Underwriters
By: /s/ Xxxxx X. Xxxxx
----------------------
Name: Xxxxx X. Xxxxx
Title: Principal
