EXHIBIT 10.98
GUARANTY
THIS GUARANTY is made as of April 11, 2006, by EZCORP, INC., a Delaware
corporation (hereinafter referred to as "Guarantor"), to and for the benefit of
NCP FINANCE LIMITED PARTNERSHIP, an Ohio limited partnership (hereinafter
referred to as "Lender").
RECITALS
Texas EZPAWN, L.P. ("CSO"), a Texas limited partnership and a
subsidiary of Guarantor, has, on even date herewith, entered into a Credit
Services Agreement (the "CSA") with Lender. As a condition to entering into
the CSA, Lender is requiring Guarantor to guaranty the obligations of CSO
under the CSA as further described herein.
NOW, THEREFORE, in consideration of the premises recited above and of One Dollar
($1.00) in hand paid by CSO to Guarantor, and of other good and valuable
consideration, the receipt and sufficiency of all of which are hereby
acknowledged by Guarantor; and for the purpose of inducing Lender to enter into
the CSA; and as long as CSO continues to be obligated to Lender in any manner
whatsoever pursuant to the CSA, Guarantor:
1. Unconditionally and absolutely guarantees the due and punctual payment of
all amounts due and payable from CSO to Lender under the CSA, including,
but not limited to, all stand-by letter of credit payment obligations,
daily settlement payment obligations (as applicable) and indemnification
payment obligations of CSO set forth in the CSA (all of which amounts
payable being herein called the "Obligations").
2. Agrees that this Guaranty shall be a continuing guaranty, shall be binding
upon Guarantor, and upon its successors and assigns, and shall remain in
full force and effect, and shall not be discharged, impaired or affected by
(a) the existence or continuance of any of the Obligations; (b) the
validity or invalidity of any document or agreement evidencing the
Obligations or any of them; (c) the existence or continuance of CSO as a
legal entity; (d) any waiver, indulgence, alteration, substitution,
exchange, change in, modification or other disposition of any of the
Obligations, all of which CSO is hereby expressly authorized to make from
time to time without notice to Guarantor; (e) the acceptance by Lender of
any security for, or other guarantors upon, all or any part of the
Obligations; or (f) any defense (other than the payment of the Obligations
in accordance with their terms) that Guarantor may or might have to its
undertakings, liabilities and obligations hereunder, each and every such
defense being hereby waived by Guarantor; and in order to hold Guarantor
liable hereunder, there shall be no obligation on the part of Lender, or
anyone, at any time, to proceed against CSO, its properties or estates, or
to proceed against any other guarantor, or to resort to any collateral,
security, property, liens or other rights or remedies whatsoever.
3. Agrees that Lender shall have the right to enforce this Guaranty against
Guarantor for and to the full amount of the Obligations, with or without
enforcing or attempting to enforce this Guaranty against any other
guarantor, and whether or not other proceedings or steps are pending or
have been taken or have been concluded to enforce or otherwise realize upon
the obligations or security of CSO or any other guarantor; and the payment
of any amount or amounts by Guarantor, pursuant to its obligations
hereunder, shall not entitle Guarantor,
either at law or otherwise, to any right, title or interest (whether by way
of subrogation or otherwise) in and to any of the Obligations, unless and
until the full amount of the Obligations has been fully paid.
4. Waives diligence, presentment, protest, notice of dishonor, demand for
payment, extension of time of payment, notice of acceptance of this
Guaranty, nonpayment at maturity and indulgences and notices of every kind,
and consents to any and all forbearance and extensions of the time of
payment of the Obligations, and further consents to any and all changes in
the terms, covenants and conditions thereof hereafter made or granted; it
being the intention that Guarantor shall remain liable under this Guaranty
until the Obligations shall have been fully repaid to Lender,
notwithstanding any act, omission or thing which might otherwise operate as
a legal or equitable discharge of Guarantor.
5. Agrees that this Guaranty shall inure to the benefit of and may be enforced
by Lender and its successors and assigns.
6. Agrees, as does Lender by the acceptance hereof, that this Guaranty shall
be governed by the laws of the State of Texas and that any dispute or
controversy whatsoever arising hereunder shall be resolved by arbitration
pursuant to the applicable provisions set forth in the CSA or any other
dispute resolution procedures which CSO and Lender may agree upon in
writing, all of which are hereby consented and agreed to by Guarantor and
Lender.
Guarantor has executed this instrument as of the day and year first above
written.
GUARANTOR:
EZCORP, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Senior Vice
President
STATE OF TEXAS )
) SS:
COUNTY OF XXXXXX )
On this 11th day of April, 2006, before me personally appeared the undersigned,
Xxxxxx X. Xxxxxxxx, who acknowledged himself to be the Senior Vice President of
EZCORP, Inc., a Delaware corporation (the "Corporation"), and that he, as such
officer, being authorized so to do, executed the foregoing instrument for the
purposes therein contained by signing the name of the Corporation by himself as
Senior Vice President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxxx Xxxxxx
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Notary Public
Name:
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My commission expires:
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