GUARANTY (BRAC Trust No. 2005-[ ])
Exhibit
10.3
(BRAC
Trust No. 2005-[ ])
Dated as
of May ___, 2005
by
CENDANT
CORPORATION,
as
Guarantor
in favor
of
THE
BENEFICIARIES NAMED HEREIN
TABLE
OF CONTENTS
|
Page |
ARTICLE
I
DEFINITIONS
ARTICLE
II
GUARANTY
PROVISIONS
|
SECTION
2.1. |
2 | |
|
SECTION
2.2. |
Acceleration
of Guaranty |
2 |
|
SECTION
2.3. |
Guaranty
Absolute, etc. |
3 |
|
SECTION
2.4. |
Reinstatement,
etc. |
4 |
|
SECTION
2.5. |
Waiver,
etc. |
4 |
|
SECTION
2.6. |
Waiver
of Subrogation |
4 |
|
SECTION
2.7. |
Successors,
Transferees and Assigns, etc. |
5 |
|
SECTION
2.8. |
Release
of Guarantor |
5 |
|
SECTION
2.9. |
Merger,
Consolidation, Sale |
5 |
ARTICLE
III
MISCELLANEOUS
PROVISIONS
|
SECTION
3.1. |
Participation
Agreement |
6 |
|
SECTION
3.2. |
Binding
on Successors, Transferees and Assigns; Assignment |
6 |
|
SECTION
3.3. |
Amendments,
etc. |
6 |
|
SECTION
3.4. |
Addresses
for Notices to the Guarantor |
7 |
|
SECTION
3.5. |
No
Waiver; Remedies |
7 |
|
SECTION
3.6. |
Section
Captions |
7 |
|
SECTION
3.7. |
Setoff |
7 |
|
SECTION
3.8. |
Severability |
7 |
|
SECTION
3.9. |
Governing
Law, Entire Agreement, etc. |
7 |
|
SECTION
3.10. |
Forum
Selection and Consent to Jurisdiction |
8 |
|
SECTION
3.11. |
Waiver
of Jury Trial |
8 |
(BRAC
Trust No. 2005-[ ])
THIS
GUARANTY (BRAC Trust No. 2005-[ ]) (this “Guaranty”), dated
as of May ___, 2005, is made by CENDANT CORPORATION, a Delaware corporation (the
“Guarantor”), in
favor of each of the Beneficiaries (as defined below).
W I T N E S S E T H:
WHEREAS,
the Guarantor, Budget Rent A Car System, Inc. (the “Lessee”), BRAC
Trust No. 2005-[ ], as Owner Trust (the “Owner
Trust”),
[OWNER PARTICIPANT] (the “Owner
Participant”) and
Wilmington Trust Company, not in its individual capacity except as expressly set
forth therein but otherwise solely as Owner Trustee, have entered into a
Participation Agreement (BRAC Trust No. 2005-[ ]), dated as of May ___, 2005
(the “Participation
Agreement”),
providing for the purchase and sale of certain Vehicles; and
WHEREAS,
the Lessee, the Owner Trust and Budget Truck Trust I (the “Nominee”; the
Nominee, the Nominee Trustee, the Owner Participant, the Owner Trustee and the
Owner Trust are sometimes referred to herein as the “Beneficiaries” or,
individually, as a “Beneficiary”) have
entered into the Nominee Agreement, dated as of May ___, 2005 (the “Nominee
Agreement”);
and
WHEREAS,
the Owner Trust and the Lessee propose to enter into the Lease as contemplated
by the Participation Agreement; and
WHEREAS,
it is a condition precedent to the transactions contemplated by the
Participation Agreement that the Guarantor guarantee, among other things, the
obligations of the Lessee under the Operative Documents, including the Nominee
Agreement, in favor of the Beneficiaries; and
WHEREAS,
the Guarantor has duly authorized the execution, delivery and performance of
this Guaranty; and
WHEREAS,
it is in the best interests of the Guarantor to execute this Guaranty inasmuch
as the Guarantor will derive direct and indirect benefits from the transactions
contemplated by the Participation Agreement and the other Operative
Documents;
NOW
THEREFORE, for good and valuable consideration the receipt of which is hereby
acknowledged, and in order to induce each of the Beneficiaries to enter into and
to perform its obligations under the Participation Agreement and to enter into
and perform its obligations under the other Operative Documents to which it is a
party, the Guarantor agrees, for the benefit of each Beneficiary, as
follows:
Guaranty
ARTICLE
I
DEFINITIONS
Unless
otherwise defined herein or the context otherwise requires, terms used in this
Guaranty, including its preamble and recitals, have the meanings provided in
Appendix A to the Participation Agreement.
ARTICLE
II
GUARANTY
PROVISIONS
SECTION
2.1. Guaranty.
The Guarantor hereby absolutely, unconditionally and irrevocably:
(a) guarantees,
as a primary obligor and not merely as a surety, the full and punctual payment
when due of all Rent, and all other monetary obligations of the Lessee now or
hereafter existing under the Lease or any other Operative Document (including
all such amounts which would become due but for the operation of the automatic
stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C.
§362(a), and the operation of Sections 502(b) and 506(b) of the United States
Bankruptcy Code, 11 U.S.C. §502(b) and 506(b));
(b) guarantees
the full and prompt performance and observance by the Lessee of each and all
other covenants and agreements not described in clause
(a) above
required to be performed or observed by the Lessee under the terms of the
Operative Documents; and
(c) indemnifies
and holds harmless each Beneficiary for any and all costs and expenses
(including reasonable attorney’s fees and expenses) incurred or expended by such
Beneficiary in enforcing any rights or privileges of such Beneficiary under this
Guaranty.
This
Guaranty constitutes a guaranty of payment and performance when due and not of
collection, and the Guarantor specifically agrees that it shall not be necessary
or required that any Beneficiary exercise any right, assert any claim or demand
or enforce any remedy whatsoever against the Lessee (or any other Person) before
or as a condition to the obligations of the Guarantor hereunder.
SECTION
2.2. Acceleration
of Guaranty.
The Guarantor agrees that, in the event of the dissolution or insolvency
of the Lessee or the Guarantor, or the inability or failure of the Lessee or the
Guarantor to pay material debts as they become due, or an assignment by the
Lessee or the Guarantor for the benefit of creditors, or the commencement of any
case or proceeding in respect of the Lessee or the Guarantor under any
bankruptcy, insolvency or similar laws, and if such event shall occur at a time
when any of the Rent or other monetary obligations of the Lessee may not then be
due and payable, the Guarantor will pay to the Beneficiaries forthwith the full
amount which would be payable by the Lessee if the Beneficiaries had been
permitted to exercise and had exercised, with respect to each Vehicle then
subject to the Lease, the remedy set
Guaranty
(2)
forth in Sections 11(a)(v)(A), (B) and (C)(l) of the
Lease. Upon the payment of such amount, each such Vehicle shall be transferred
to the Person lawfully entitled thereto.
SECTION
2.3. Guaranty
Absolute, etc..
This Guaranty shall in all respects be a continuing, absolute, unconditional and
irrevocable guaranty of payment and performance, and shall remain in full force
and effect until all obligations of the Lessee under the Operative Documents
have been paid or performed, as the case may be, in full, all obligations of the
Guarantor hereunder shall have been paid or performed, as the case may be, in
full and all obligations of a Beneficiary to fund the Purchase Price of Vehicles
shall have terminated. The Guarantor guarantees that all Rent and other monetary
obligations of the Lessee will be paid, and all other obligations of the Lessee
will be performed, strictly in accordance with the terms of the Lease and each
other Operative Document under which they arise, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of any Beneficiary with respect thereto,
provided, that
neither the Guarantor nor the Lessee shall be required to perform an obligation
in violation of any such law, regulation or order. The liability of the
Guarantor under this Guaranty shall be absolute, unconditional and irrevocable
irrespective of:
(a) any lack
of validity, legality or enforceability of the Lease or any other Operative
Document;
(b) the
failure of any Beneficiary:
(i) to assert
any claim or demand or to enforce any right or remedy against the Lessee or any
other Person (including any other guarantor), or to mitigate any damages, under
the provisions of the Lease, any other Operative Document or otherwise,
or
(ii) to
perfect any Lien or to exercise any right or remedy against any other guarantor
of, or collateral securing, any obligations of the Lessee under the Lease or any
other Operative Document;
(c) any
change in the time, manner or place of payment or performance of, or in any
other term of, all or any of the obligations of the Lessee under the Lease or
any other Operative Document, or any other extension, compromise or renewal of
any obligation of the Lessee under the Lease or any other Operative
Document;
(d) any
amendment, indulgence, reduction, limitation, impairment or termination of any
obligation of the Lessee under the Lease or any other Operative Document for any
reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to (and the Guarantor hereby waives any
right to or claim of) any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality, nongenuineness,
irregularity, compromise, waiver, settlement, release, discharge,
unenforceability of, or any other event or occurrence affecting, any obligation
of the Lessee under the Lease or any other Operative Document, provided, nothing
herein shall prevent assertion of any claim by separate suit or compulsory
counterclaim;
Guaranty
(3)
(e) any
amendment to, rescission, waiver, or other modification of, or any consent to
departure from, any of the terms of the Lease or any other Operative
Document;
(f) any
addition, exchange, release, surrender or nonperfection of any collateral, or
any amendment to or waiver or release or addition of, or consent to departure
from, any other guaranty, held by any Beneficiary securing any of the
obligations of the Lessee under the Lease or any other Operative Document;
(g) the
exercise by any Beneficiary of any right or remedy under an Operative Document;
or
(h) any other
condition or circumstance that might otherwise constitute a legal or equitable
discharge, release, counterclaim, offset or defense of a surety or guarantee, or
that might otherwise limit recourse against the Guarantor.
SECTION
2.4. Reinstatement,
etc..
The Guarantor agrees that this Guaranty shall continue to be effective or be
reinstated, as the case may be, if at any time any payment (in whole or in part)
of any of the obligations of the Lessee under the Lease or any other Operative
Document is rescinded or must otherwise be restored by any Beneficiary, upon the
insolvency, bankruptcy or reorganization of the Lessee or otherwise, all as
though such payment had not been made.
SECTION
2.5. Waiver,
etc.
The Guarantor hereby waives promptness, diligence, notice of acceptance and any
other notice with respect to any of the obligations of the Lessee under the
Lease, this Guaranty, and any other Operative Document and any requirement that
the Owner Trust or any other Beneficiary protect, secure, perfect or insure any
Lien, or any property subject thereto, or exhaust any right or take any action
against the Lessee or any other Person (including any other guarantor) or entity
or any collateral securing the obligations of the Lessee under the Lease and
each other Operative Document.
SECTION
2.6. Waiver
of Subrogation.
The Guarantor hereby irrevocably waives any claim or other rights which it may
now or hereafter acquire against the Lessee that arise from the existence,
payment, performance or enforcement of the Guarantor’s obligations under this
Guaranty or any other Operative Document, including any right of subrogation,
reimbursement, exoneration, or indemnification, any right to participate in any
claim or remedy of the Beneficiaries against the Lessee or any collateral which
the Owner Trust now has or hereafter acquires, whether or not such claim, remedy
or right arises in equity, or under contract, statute or common law, including
the right to take or receive from the Lessee, directly or indirectly, in cash or
other property or by setoff or in any manner, payment or security on account of
such claim or other rights. If any amount shall be paid to the Guarantor in
violation of the preceding sentence, such amount shall be deemed to have been
paid to the Guarantor for the benefit of, and held in trust for, the
Beneficiaries, and shall forthwith be paid to the Beneficiaries to be credited
and applied upon the obligations of the Lessee to the Beneficiaries under the
Lease and the other Operative Documents, whether matured or unmatured. The
Guarantor acknowledges that it will receive direct and indirect benefits from
the transactions contemplated by the Lease and the other
Guaranty
(4)
Operative Documents and that the waiver set forth in
this Section is knowingly made in contemplation of such
benefits.
SECTION
2.7. Successors,
Transferees and Assigns, etc..
This Guaranty shall:
(a) be
binding upon the Guarantor, and its successors, transferees and assigns;
and
(b) inure to
the benefit of and be enforceable by the Beneficiaries.
Without
limiting the generality of the foregoing clause
(b), any
Beneficiary may assign or otherwise transfer (in whole or in part) any interest
held by it to any other Person or entity, and such other Person or entity shall
thereupon become vested with all rights and benefits in respect thereof granted
to such Beneficiary under any Operative Document (including this Guaranty) or
otherwise, subject, however, to any contrary provisions in such assignment or
transfer, and to the provisions of Section 9.1 of the Participation Agreement
and Article IX of the Trust Agreement.
SECTION
2.8. Release
of Guarantor.
The Guarantor shall be released from its obligations hereunder, and this
Guaranty shall terminate and be of no further force and effect, if there has
been a merger or consolidation of, or a sale of all or substantially all of the
assets of, the Lessee pursuant to and in accordance with Section 5.4 of the
Participation Agreement (a “Merger
Event”) under
circumstances in which the condition set forth in clause (ii)(A) of Section 5.4
of the Participation Agreement shall have been met. The Beneficiaries shall
execute such agreements, documents or instruments evidencing the foregoing
release as shall be reasonably requested by the Guarantor and at its
expense.
SECTION
2.9. Merger,
Consolidation, Sale.
The Guarantor shall not permit or effect any consolidation of Guarantor with, or
merger or liquidation (as part of a business reorganization or restructuring) of
the Guarantor into, any other corporation or other entity (whether or not
affiliated with Guarantor), any other business combination or association
involving the Guarantor, or successive consolidations, mergers, liquidations (as
a part of a business reorganization or restructuring) or other business
combinations or associations to which Guarantor or its successor or successors
shall be a party or parties, or any sale or conveyance of the property of the
Guarantor as an entirety or substantially as an entirety to any other
corporation or entity (whether or not affiliated with the Guarantor) authorized
to acquire and operate the same unless the following conditions are satisfied:
upon any such consolidation, merger, liquidation, business combination or
association, sale or conveyance (a “Merger
Event”), (i)
unless the Guarantor prior to such Merger Event is the Surviving Entity (as
hereinafter defined), the due and punctual performance of all of the obligations
of the Guarantor under the Operative Documents to which it is a party shall be
assumed in writing by the corporation or other entity formed by such
consolidation, or into which the Guarantor shall have been merged or liquidated,
or which shall have resulted from such business combination or association, or
which shall have acquired such property (the “Surviving
Entity”); (ii)
the Surviving Entity shall be a Qualified Merger Entity or shall have all of its
obligations under the Operative Documents guaranteed by a Qualified Merger
Entity pursuant to a guaranty substantially similar to the Guaranty or letter of
credit or other form of collateral in acceptable form to the Lessor; (iii) after
giving effect to the transaction, no Event of Default or Specified Default shall
exist; (iv) unless
Guaranty
(5)
the Guarantor prior to such Merger Event is the
Surviving Entity, the Guarantor will, if requested by the Owner Participant,
deliver to the Owner Participant an opinion or opinions of White & Case LLP
and, with respect to general corporate matters, internal counsel to the
Surviving Entity, or any other counsel reasonably acceptable to the Owner
Participant, (which opinion or opinions shall be delivered prior to or
simultaneously with the consummation of the transaction) stating that the
Surviving Entity is duly organized under the laws of the state or other
jurisdiction of its organization, that each such assumption agreement and/or
collateral agreement is duly authorized, executed and delivered and is
enforceable in accordance with its terms, that no violation of law applicable to
or binding on the Surviving Entity will result from the Surviving Entity’s being
party to such assumption agreement and/or collateral agreements and the
Operative Documents (to the extent provided in such assumption agreement), and
that the Guaranty in enforceable in accordance with its terms (subject, in each
case, to customary exceptions and qualifications), and if the Surviving Entity
is not a United States entity, such opinions of counsel in the country in which
the Surviving Entity is domiciled as are customarily required with respect to
foreign guarantors; (v) all filings and notices shall have been made so as to
perfect the interests of the Lessor and Owner Participant in any security
delivered pursuant to clause (ii) above, together with satisfactory legal
opinions regarding the creation and perfection of such security and (vi) unless
the Guarantor prior to such Merger Event is the Surviving Entity, Owner
Participant shall have received such other certificates of the Surviving Entity
and/or the new Guarantor with respect to incumbency, due organization, due
authorization, representations and warranties and absence of defaults. The
Guarantor shall provide not less than 20 days’ prior written notice of any
transaction of the kind described in this Section 2.9 to the Lessor and the
Owner Participant which notice shall include information with respect to any
Qualified Merger Entity which is proposed to be the Guarantor
hereunder.
ARTICLE
III
MISCELLANEOUS
PROVISIONS
SECTION
3.1. Participation
Agreement.
This Guaranty is an Operative Document executed pursuant to the Participation
Agreement and shall (unless otherwise expressly indicated herein) be construed,
administered and applied in accordance with the terms and provisions
thereof.
SECTION
3.2. Binding
on Successors, Transferees and Assigns; Assignment.
In addition to, and not in limitation of, Section
2.7, this
Guaranty shall be binding upon the Guarantor and its successors, transferees and
assigns and shall inure to the benefit of and be enforceable by each Beneficiary
and its respective successors, transferees and assigns (to the full extent
provided pursuant to Section
2.7);
provided,
however, that
the Guarantor may not delegate or assign any of its obligations hereunder
without the prior written consent of the Owner Participant.
SECTION
3.3. Amendments,
etc..
No amendment to or waiver of any provision of this Guaranty, nor consent to any
departure by the Guarantor herefrom, shall in any event be effective unless the
same shall be in writing and signed by the Owner Trust, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.
Guaranty
(6)
SECTION
3.4. Addresses
for Notices to the Guarantor.
Unless otherwise expressly specified or permitted by the terms hereof, all
notices, requests, demands, authorizations, directions, consents, waivers or
documents provided or permitted by this Guaranty to be made, given, furnished or
filed to the Guarantor shall be in writing, by overnight courier, or by
confirmed telecopy to the address or facsimile number set forth opposite the
Guarantor’s name on Schedule IV to the Participation Agreement. All such notices
shall be deemed given and such requirement satisfied when such notice is
received. The Guarantor may change the address to which notices to the Guarantor
will be sent by giving notice of such change to the Owner Trust.
SECTION
3.5. No
Waiver; Remedies.
In addition to, and not in limitation of, Section
2.3 and
Section
2.5, no
failure on the part of any Beneficiary to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
SECTION
3.6. Section
Captions.
Section captions used in this Guaranty are for convenience of reference only,
and shall not affect the construction of this Guaranty.
SECTION
3.7. Setoff.
In addition to and not in limitation of all other rights and remedies (including
other rights of offset or banker’s lien) that any Beneficiary may have under
applicable law, each Beneficiary shall, upon the occurrence and during the
continuance of any Event of Default, have the right to appropriate and apply to
the payment of any monetary obligations of the Lessee under the Lease or any
other Operative Document owing to it (whether or not then due), in such order of
application as such Beneficiary may elect, any and all balances, credits,
deposits (general or special, time or demand, provisional or final), accounts or
moneys of the Guarantor then or thereafter with such Beneficiary. Each
Beneficiary agrees promptly to notify the Guarantor after any such setoff and
application made by such Beneficiary; provided,
however, that
the failure to give such notice shall not affect the validity of such setoff and
application. The rights of each Beneficiary under this Section are in addition
to other rights and remedies (including other rights of setoff under applicable
law or otherwise) which such Beneficiary may have.
SECTION
3.8. Severability.
Wherever possible each provision of this Guaranty shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Guaranty shall be prohibited by or invalid under such law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Guaranty.
SECTION
3.9. Governing
Law, Entire Agreement, etc.
THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK. THIS GUARANTY AND THE OTHER OPERATIVE DOCUMENTS
CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE GUARANTOR AND THE BENEFICIARIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS,
WRITTEN OR ORAL, WITH RESPECT THERETO.
Guaranty
(7)
SECTION
3.10. Forum
Selection and Consent to Jurisdiction.
ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF THE BENEFICIARIES OR THE GUARANTOR SHALL BE
BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK
LOCATED IN NEW YORK COUNTY OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK; PROVIDED,
HOWEVER,
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY MAY BE BROUGHT, AT THE
OWNER TRUST’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH PROPERTY MAY
BE FOUND. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES
TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION.
THE GUARANTOR WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON GUARANTOR, AND
AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED
TO THE GUARANTOR AT THE ADDRESS STATED IN THE PARTICIPATION AGREEMENT AND
SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. THE
GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. TO THE EXTENT THAT THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY
IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE GUARANTOR
HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
GUARANTY AND THE OTHER OPERATIVE DOCUMENTS.
SECTION
3.11. Waiver
of Jury Trial.
THE
GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
THE BENEFICIARIES OR THE GUARANTOR. THE GUARANTOR ACKNOWLEDGES AND AGREES THAT
IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BENEFICIARIES ENTERING INTO THE
OPERATIVE DOCUMENTS TO WHICH THEY ARE PARTIES.
Guaranty
(8)
IN
WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above
written.
|
CENDANT
CORPORATION | ||
|
By:
|
| |
|
Name:
Xxxxxx X. Xxxxxx | ||
|
Title:
President and Chief Financial Officer | ||
Guaranty
(9)
