Exhibit 99(a)
GENERAL GUARANTEE AGREEMENT
GENERAL GUARANTEE AGREEMENT, dated January 4, 1999 (the
“Guarantee”), by American Home Assurance Company, a
New York corporation (the “Guarantor”) in favor of
each party (individually, a “Party” and collectively,
“Parties”) insured under policies issued by Anchor
National Life Insurance Company, an Arizona corporation (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Obligations is rescinded or must otherwise be returned for any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
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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.
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AMERICAN HOME ASSURANCE COMPANY |
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By /s/ Xxxxxx X.
Xxxxxxxx |
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By /s/ Xxxxxxxxx X. Xxxx |
