Exhibit 10.3
ABSOLUTE, UNCONDITIONAL, UNLIMITED AND CONTINUING
GUARANTY OF PAYMENT AND PERFORMANCE
BY RWC CORP.
January 16, 2004
Warrantech Corporation, individually, and as agent ("Agent"), WCPS of
Florida, Inc., Warrantech Consumer Product Services, Inc., Warrantech
Help Desk, Inc., Warrantech Home Assurance Company, Warrantech Home
Service Company, Warrantech Automotive of Florida, Inc., Vemeco, Inc.,
Warrantech Automotive, Inc. and their respective successors and
assigns (individually, including the Agent and all of the above
corporations, each is a "Creditor" and collectively, they are the
"Creditors")
c/o Warrantech Corporation
0000 Xxxxxxx 000, Xxxxx 000, Xxxxxxx, XX 00000
Attention: Xxxx San Xxxxxxx.
Dear Sirs:
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, to induce the Creditors to extend credit to
Xxxxxx Financial Solutions, LLC, a Delaware limited liability company (the
"Debtor"or "Xxxxxx"), and to induce Warrantech Corporation to execute a guaranty
in favor of Reliance Insurance Company (In Liquidation) of certain of Debtor's
obligations relating to obligations of Reliance Warranty Company, a Delaware
corporation (the "Guarantor"), and to induce Creditors to make other concessions
to Xxxxxx and Guarantor, Guarantor hereby absolutely, irrevocably and
unconditionally guarantees the due and punctual payment and performance when due
of all now or hereafter existing Obligations. The Guarantor agrees that
Warrantech and Xxxxxx have previously made payments for claims insured by
Guarantor which payments Guarantor should have made and that Guarantor is
responsible for such claims.
For purposes of this Guaranty, the following terms and phrases shall
have the meanings set forth below:
"Notes" shall mean each of the Secured Promissory Notes, dated as of
November 21, 2001 or June 21, 2002, as amended, restated, supplemented or
otherwise modified from time to time, executed by Debtor in favor of each of the
Creditors except Agent. Each of the foregoing notes, as amended, restated,
supplemented or otherwise modified from time to time is a "Note".
"Obligations" shall means the collective reference to the unpaid
principal of and interest on or under or in connection with each of the Notes,
the Reimbursement Agreement, the Omnibus Agreement, the Relevant Documents, and
all other debts, obligations and liabilities of the Debtor to any or all of the
Creditors of any and every kind (including, without limitation, interest
accruing during or after any Event of Default and interest accruing during or
after any Event of Default based on the filing any petition in bankruptcy or the
commencement of any insolvency, reorganization or like proceeding, whether or
not a claim for post-filing or post-petition interest is allowed in such
proceeding), whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out
of, or in connection with any, certain or all of this Agreement, any of the
Notes, the Reimbursement Agreement, the Omnibus Agreement, any of the Relevant
Documents or any other documents or transactions, any replacements or
refinancings of any of the foregoing, in each case whether on account of
principal, interest, reimbursement or other obligations, fees, costs, expenses,
damages, indemnities or otherwise (including, without limitation, all fees and
disbursements of counsel to any of the Creditors that are required to be paid by
the Debtor or the Guarantor pursuant to the terms of any Note, the Reimbursement
Agreement, the Omnibus Agreement or any of the Relevant Documents) and all
amounts advanced or spent by Agent or any of the Obligees for the maintenance or
preservation of any collateral provided by Debtor or Guarantor as security for
the Obligations and all other expenditures any of the Creditors may make under
the provisions of this Agreement, any of the Notes, the Reimbursement Agreement,
the Omnibus Agreement or any of the Relevant Documents for the benefit of Debtor
or Guarantor.
"Omnibus Agreement" shall mean the Agreement, dated as of November 21,
2002, among Debtor, and the Creditors other than Agent, as amended and
supplemented by Amendment and Supplement Number One to Certain Warrantech and
Xxxxxx Agreements, as amended, restated, supplemented or modified from time to
time.
"Relevant Documents" shall have the meaning set forth in the Omnibus
Agreement.
Notwithstanding anything in this Guaranty, it is understood that while
the amount of the Obligations guaranteed hereby is not limited, if in any action
or proceeding involving any bankruptcy, insolvency or other law of any state of
the United States, the United States or any non-U.S. jurisdiction affecting the
rights of creditors generally, this Guaranty would be held or determined to be
void, avoidable, invalid or unenforceable as to Guarantor on account of the
amount of its aggregate liability under this Guaranty to any of the Creditors,
then, the aggregate amount of such liability to such Creditor shall, without any
further action of the Creditors or any other person or entity of any kind, be
automatically limited and reduced as to the liability to such Creditor to the
highest amount which is valid and enforceable as determined in such action or
proceeding and the amount of liability of the Guarantor to any other Creditors
shall be unaffected thereby.
Capitalized terms and phrases used in this Guaranty without definition
shall have the respective meanings set forth in, or by reference in, the
Security Agreement dated as of June 21, 2002 executed by Debtor in favor of
Agent, as continued, amended and restated by the First, Continued, Amended and
Restated Security Agreement, dated as of even date herewith, as amended
restated, supplemented or otherwise modified from time to time (the "Xxxxxx
Security Agreement").
The Guarantor agrees that its obligations under this Guaranty are
irrevocable, continuing, absolute, independent and unconditional and shall not
be affected by any circumstance whatsoever (other than the indefeasible payment
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in full and the complete performance of all of the Obligations, the Assumed
Liabilities and the Dealer Obligor Liabilities and the Creditors voluntarily
permanently ceasing to make loans under the Omnibus Agreement and there ceasing
to be any amounts in the Account (as defined in the Omnibus Agreement) and the
Warrantech Guarantee Agreement ceasing to be in effect) which may constitute a
defense or a legal or equitable discharge (whether in whole or in part) of a
guarantor or surety, whether foreseen or unforeseen and whether similar or
dissimilar to any circumstance described in this Guaranty. In furtherance of the
foregoing and without limiting the generality thereof, the Guarantor agrees as
follows:
(a) This Guaranty is a guaranty of payment and performance and not
of collection only. The Guarantor waives any requirement that any Creditor, as a
condition of payment or performance by the Guarantor, (i) proceed against the
Debtor or any person or entity (any person or entity, a "Person"), (ii) proceed
against or exhaust any security received from the Debtor or any other Person, or
(iii) pursue any other remedy whatsoever in the power of such Creditor.
(b) This Guaranty shall remain in full force and effect until all of
the Obligations, the Assumed Liabilities and the Dealer Obligor Liabilities have
been completely performed and indefeasibly paid in full and until the Creditors
voluntarily permanently ceasing to make loans under the Omnibus Agreement and
thereafter for as long as there are any amounts in the Account (as defined in
the Omnibus Agreement) or the Warrantech Guarantee Agreement is in effect. The
Guarantor's payment and performance of a portion, but not all, of the
Obligations shall in no way limit, affect, modify or abridge the Guarantor's
liability for any portion of the Obligations that has not been completely
performed or indefeasibly paid in full.
(c) This Guaranty and the obligations of the Guarantor hereunder are
not subject to any reduction, limitation, impairment, discharge or termination
for any reason other than the complete performance and the indefeasible payment
in full of all of the Obligations and the Assumed Liabilities and Dealer Obligor
Liabilities and until the Creditors voluntarily permanently ceasing to make
loans under the Omnibus Agreement and thereafter for as long as there are any
amounts in the Account (as defined in the Omnibus Agreement) or the Warrantech
Guarantee Agreement is in effect. Without limiting the generality of the
foregoing, the occurrence of any one or more of the following, whether or not
the Guarantor shall have had notice or knowledge of any of them shall not
reduce, limit, impair, discharge or terminate this Guaranty or the obligations
of the Guarantor under this Guaranty:
i) any change in manner, place or terms of payment of any
of the Obligations, the Assumed Liabilities or Dealer Obligor Liabilities;
ii) any settlement, compromise, release or discharge of, or
acceptance or refusal of any offer of performance with respect to, or
substitutions for, the Obligations, the Assumed Liabilities or Dealer Obligor
Liabilities or any agreement or instrument relating thereto or any subordination
of the payment of the Obligations, the Assumed Liabilities or Dealor Obligor
Liabilities to the payment of any other obligations;
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iii) any rescission, waiver, extension, increase, renewal,
alteration, amendment or modification of, or any consent to departure from, any
of the terms or provisions (including without limitation provisions relating to
Events of Default) of the Obligations, the Assumed Liabilities or Dealer Obligor
Liabilities or the Notes or other agreements relating thereto, or any other
guaranties or security for the Obligations, the Assumed Liabilities or Dealer
Obligor Liabilities, in each case whether or not in accordance with the terms
thereof;
iv) any failure or omission to exercise, assert or enforce,
or any agreement or election not to assert or enforce, any claim or demand or
any right, power or remedy with respect to the Obligations, the Assumed
Liabilities or Dealer Obligor Liabilities or the Notes or other agreements or
instruments relating thereto or any security for the payment of the Obligations,
the Assumed Liabilities or Dealer Obligor Liabilities;
v) the Obligations, the Assumed Liabilities or Dealer
Obligor Liabilities or the Notes or any other agreement relating thereto at any
time being found to be illegal, invalid or unenforceable in any respect or any
provision of applicable law or regulation purporting to prohibit the payment by
the Debtor or any Person of any of the Obligations;
vi) the taking and holding of any security for the payment
of the Obligations, the Assumed Liabilities or Dealer Obligor Liabilities or
this Guaranty or the Notes or any release, waiver, impairment, surrender,
exchange, substitution, compromise, settlement, rescission or subordination
thereof;
vii) any failure to perfect or continue perfection of a
security interest in any collateral which secures any of the Obligations or this
Guaranty; or any enforcement and application of any security now or hereafter
held by any of the Creditors in respect of this Guaranty, the Notes, the
Obligations, the Assumed Liabilities or Dealer Obligor Liabilities and any
direction of the order or manner of sale thereof, or the exercise of any other
right or remedy that the Creditors may have with respect to any such security,
as the Creditors in their sole discretion may determine, including foreclosure
on any such security pursuant to one or more judicial or nonjudicial sales;
viii) any change in or reorganization of the corporate or
entity structure of the Guarantor or the Debtor or any Person or any
dissolution, termination, consolidation or merger or sale or other disposition
of all or substantially all of the assets of or dissolution of the Guarantor,
the Debtor or any Person or any consent of the Creditors thereto or to any
restructuring of the Obligations; or
ix) any other act or thing or omission, or delay to do any
other act or thing, which may or might in any manner or to any extent vary the
risk of the Guarantor as an obligor in respect of the Obligations.
The Guarantor hereby expressly waives, for the benefit of the Creditors:
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i) any defense arising by reason of the incapacity, lack of
authority or any dissolution of any Person constituting Debtor or Guarantor or
any Person;
ii) any notice of the creation, renewal, extension or
accrual of any of the Obligations, the Assumed Liabilities or Dealer Obligor
Liabilities and any notice of action (including acceptance of this Guaranty) or
inaction;
iii) any set-off or counterclaim, any demand for performance,
notice of nonperformance, diligence, presentment, protest, notice of protest,
notice of dishonor, notice of Events of Default, notice of any amendment,
renewal, extension or modification of the Obligations, the Assumed Liabilities
or Dealer Obligor Liabilities or the Notes or other agreement or instrument
related thereto, notice that any portion of the Obligations, Assumed Liabilities
or Dealer Obligor Liabilities is due, notice of any collection proceedings, and
notice of any other fact which might increase the risk of the Guarantor;
iv) any defense based upon an assignment or transfer of any
of the Obligations;
v) any action taken with respect to the Notes or the
Obligations by any trustee or receiver, or by any court, in any reorganization
or other proceeding, whether or not Guarantor shall have had notice or knowledge
of any of the foregoing;
vi) any right to require any of the Creditors to proceed in
any order against Debtor or Guarantor or any Person at any time, or to proceed
against or exhaust any security held by any of the Creditors at any time, or to
pursue any other remedy whatsoever, at any time;
vii) any defense based on any action taken or omitted by any
of the Creditors in any reorganization or other proceeding involving Debtor or
Guarantor, including, without limitation, any election to have any Creditor's
claim allowed as being secured, partially secured or unsecured, any extension of
credit by any of the Creditors or Debtor or Guarantor in any reorganization or
other proceeding and the taking and the holding by any of the Creditors of any
security for any such extension of credit;
viii) any duty of any of the Creditors to advise Guarantor of
any information known to any of the Creditors regarding the financial condition
of Debtor or Guarantor or any Person and all other circumstances affecting
Debtor's, Guarantor's or any other Person's ability to perform its obligations
to any of the Creditors; the Guarantor assumes the responsibility for being and
keeping informed regarding such condition or any such other circumstances;
ix) any acceptance of partial performance of any of the
Obligations;
x) any defense based upon an election of remedies by any of
the Creditors;
xi) any rights of subrogation, reimbursement, exoneration,
contribution and indemnity, and any rights or claims of any kind or nature
against the Debtor which arise out of or are caused by the Notes, this Guaranty
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or otherwise, and any rights to enforce any remedy which any of the Creditors
now has or may hereafter have against any Person;
xii) any defense based upon any statute or rule of law that
provides that the obligation of a surety cannot be larger in amount or in other
respects more burdensome than that of the principal;
xiii) any benefit of, or any right to participate in, or any
notices of exchange, sale, surrender or other handling of or perfection or
non-perfection of or with respect to any security or collateral given to any of
the Creditors to secure payment or performance of the Obligations or this
Guaranty; and
xiv) to the fullest extent permitted by law, all other
defenses or benefits that may be derived from or afforded by law which limit the
liability of, or exonerate, Guarantor or sureties, or which may conflict with
the terms of this Guaranty.
If an Event of Default has occurred, any of the Creditors or any
successor, estate, heir, representative or assignee of any of the Creditors may
recover all amounts due and owing and/or accelerated in respect of the
Obligations from any, certain or all of Debtor, the Guarantor and/or any other
source as any of the Creditors elects in its sole discretion.
The obligations of the Guarantor under this Guaranty shall not be
reduced, limited, impaired, discharged, deferred, suspended or terminated by any
proceeding or action, voluntary or involuntary, involving the bankruptcy,
insolvency, receivership, reorganization, marshaling of assets, assignment for
the benefit of creditors or liquidation of Debtor or Guarantor or similar
proceedings or actions or by any defense which Debtor or Guarantor may have by
reason of the order, decree or decision of any court or administrative body
resulting from any such proceeding or action. Without limiting the generality of
the foregoing, the liability of the Guarantor shall extend to all amounts and
obligations that constitute the Obligations and regardless of whether such
amounts and obligations are determined to be unenforceable as against the Debtor
or not allowable due to the existence of any such proceeding or action with
respect to the Debtor.
The Guarantor agrees that, notwithstanding anything herein, if, after
the occurrence of an Event of Default, any of the Creditors is prevented by
applicable law from exercising its rights to accelerate the maturity of the
Obligations, the Guarantor shall pay to the Creditors upon demand therefor the
amount that would otherwise have been due and payable had such rights and
remedies been permitted to be exercised by the Creditors.
For clarification purposes, the Creditors may proceed against the
Guarantor, the Debtor or other Persons as they may determine in their sole and
absolute discretion and any such decision or action shall in no way release or
diminish the obligations or liability of Guarantor.
Without limiting the foregoing, the Guarantor acknowledges and agrees
that any interest on any portion of the Obligations which accrues after the
commencement of any bankruptcy, insolvency or similar proceeding or action (or,
if interest on any portion of the Obligations ceases to accrue by operation of
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law by reason of the commencement of said proceeding or action, such interest as
would have accrued on such portion of the Obligations if said proceedings or
actions had not been commenced) shall be included in the Obligations, it being
the intention of the Guarantor that the Obligations which are guaranteed by the
Guarantor pursuant to this Guaranty shall be determined without regard to any
rule of law or order which may relieve Debtor or Guarantor or any Person of any
portion of such Obligations. The Guarantor will permit any trustee in
bankruptcy, receiver, Debtor in possession, assignee for the benefit of
creditors or similar person to pay the Creditors in respect of any such interest
accruing after the date on which such proceeding is commenced.
This Guaranty shall be binding upon the Guarantor and the successors and
assigns of the Guarantor and all Persons who become bound as a debtor to this
Guaranty and shall inure to the benefit of the Creditors and their respective
successors and assigns. Guarantor may not assign, delegate or transfer its
obligations or rights under this Guaranty. Each of the Creditors may assign or
transfer its rights under this Guaranty without notice to Guarantor or
Guarantor's consent. If an assignment is made, Guarantor shall render
performance under this Guaranty to the assignee. Without limiting any Creditor's
rights or remedies or Guarantor's obligations, Creditors will use reasonable
efforts to notify Debtor of any assignment by any Creditor under this paragraph.
This Guaranty is in addition to, and not in limitation of, any other
rights and remedies the Creditors may have by virtue of any other instrument
guaranteeing or securing the Obligations or any other documents or by law or
otherwise.
Wherever from the context it appears appropriate, each term stated in
either the singular or plural shall include the singular and plural, and
pronouns stated in either the masculine, the feminine and the neuter. The word
"will", as used in this Guaranty, shall be mandatory and have the same meaning
as the word "shall".
This Guaranty shall be construed without regard to the principal that a
contract should be construed against the draftsperson, and the Guarantor and the
Creditors shall be deemed equal draftspersons of this Agreement.
Except as otherwise specified in this Guaranty, all notices, requests or
other communications hereunder shall be in writing and shall be deemed to have
been duly given if delivered or within one Business Day of dispatch if sent by
reputable overnight courier or telecopier addressed as follows: if to any
Creditor, to Warrantech Corporation, 0000 Xxxxxxx 000, Xxxxx 000, Xxxxxxx, XX
00000, Attn.: Xxxx San Antonio, Telecopier No. (000) 000-0000; if to Guarantor,
to c/x Xxxxxx Financial Solutions, LLC, 0000 Xxxxxxxxx Xxxx. XX, Xxxxx 000, Xxxx
Xxxxx, Xxxxxxx 00000, Attn.: Xxxxx Xxxxxx, Secretary/Treasurer, Telecopier No.
(000) 000-0000; or to such other address as may have been furnished in writing
to the party giving the notice by the party to whom notice is to be given.
Each of the Guarantor and each of the Creditors hereto hereby consents
to the exclusive jurisdiction of any state or federal court located within the
State of New York, Texas, Delaware, Florida or California, as selected by Agent.
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Each of the parties hereto waives any objection that it may have to the conduct
of any action or proceeding in any such court based on improper venue or forum
non conveniens, waives personal service of any and all process upon it, and
consents that all service of process may be made by mail or courier service
directed to it at the notice address set forth in this Guaranty and that service
so made shall be deemed to be completed upon the earlier of actual receipt or
ten (10) days after the same shall have been posted. Nothing contained in this
Paragraph shall affect the right of any party hereto to enforce any judgment
obtained in any court in any other court or serve legal process in any other
manner permitted by law.
EACH OF GUARANTOR AND EACH CREDITOR HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS GUARANTY, IT BEING AGREED THAT ALL SUCH TRIALS SHALL BE CONDUCTED
SOLELY BY A JUDGE. GUARANTOR AND EACH CREDITOR CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE
OTHERS WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS. GUARANTOR AND EACH CREDITOR AGREES AND ACKNOWLEDGES THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL IN CONNECTION WITH THIS GUARANTY OR BEEN
ADVISED THAT IT SHOULD BE REPRESENTED BY INDEPENDENT COUNSEL IN CONNECTION WITH
THIS GUARANTY. IF GUARANTOR OR ANY CREDITOR HAS DECIDED NOT TO BE REPRESENTED BY
INDEPENDENT COUNSEL IN CONNECTION WITH THIS GUARANTY, IT IRREVOCABLY AND FOREVER
WAIVES ANY AND ALL DEFENSES OR RIGHTS ARISING OUT OF OR RELATED TO SAID
DECISION.
The Creditors shall not, by any act, delay, omission, indulgence or
otherwise be deemed to have waived any of their rights and/or remedies hereunder
or have acquiesced in any Event of Default. No change, amendment, modification,
termination, waiver, or discharge, in whole or in part, of any provision of this
Guaranty shall be effective unless in writing and signed by the Creditors, and
with respect to a waiver or discharge so given by the Creditors, shall be
effective only in the specific instance and for the specific purpose in which
given. No failure to exercise, nor any delay in exercising, on the part of the
Creditors, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by any Creditor of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which such Creditor would otherwise have on any future occasion.
Without limiting any other provision of this Guaranty, each Guarantor
acknowledges and agrees that this Guaranty and Guarantor's obligations under
this Guaranty are, and shall at all times continue to be, absolute and
unconditional in all respects, and shall at all times be valid and enforceable.
To the extent permitted by applicable law, without limiting any other provision
of this Guaranty, the Guarantor hereby absolutely, unconditionally and
irrevocably forever waives any and all right to assert any defense, set-off,
offset, counterclaim, crossclaim or claim of any nature whatsoever with respect
to this Guaranty or the Guarantor's obligations hereunder.
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Any provision of this Guaranty which is prohibited or void, invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
The Guarantor shall promptly pay all costs and expenses of the
Creditors, including without limitation, reasonable attorneys' fees and
disbursements, (i) resulting from any Event of Default, or (ii) in connection
with the enforcement of rights and remedies and collection of amounts owing
under this Guaranty, and/or (iii) relating to this Guaranty or the amendment or
modification of this Guaranty.
If, at any time, the rate of interest under this Guaranty shall be
deemed by any competent court of law, governmental agency, or tribunal to exceed
the maximum rate of interest permitted by the laws of any applicable
jurisdiction or the rules or regulations of any applicable regulatory authority
or agency, then during such time as such rate of interest would be deemed
excessive, that portion of each interest payment attributable to that portion of
such interest rate that exceeds the maximum rate of interest so permitted shall,
to the extent permitted by applicable law, be deemed a voluntary prepayment of
principal or, if all principal has been paid, that portion of each interest
payment attributable to that portion of such interest rate that exceeds the
maximum rate of interest so permitted shall be promptly refunded to Debtor or
Guarantor, as applicable.
This Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any amount received by any Creditor under the
Guaranty or the Obligations is rescinded or must otherwise be restored or
returned by any Creditor upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of Guarantor or Debtor or upon the appointment of
any intervenor or conservator of, or trustee or similar official for, any
Guarantor or Debtor or any substantial part of any of its or his respective
assets, or upon the entry of an order by a bankruptcy court avoiding the payment
of such amount, all as though such payments had not been made, or for any other
reason.
All references to the masculine, feminine and neuter genders in this
Guaranty shall be construed as the applicable gender, as the case may be,
without regard to which gender is used or referred to in specific language in
this Guaranty.
The rights and remedies expressly provided in this Guaranty and the
Notes and any other documents are cumulative and not exclusive of any rights or
remedies which Creditors would otherwise have.
To the maximum extent permitted by applicable law, this Guaranty shall
not be terminated or revoked by Guarantor and Guarantor hereby waives its right
to terminate or revoke this Guaranty. Notwithstanding the foregoing or anything
in this Guaranty, if applicable law provides that this Guaranty can be
terminated or revoked by the Guarantor and that such termination or revocation
right cannot be waived (which waiver is set forth in this Guaranty), then this
Guaranty shall only be terminated or revoked ten (10) Business Days following
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the actual receipt by the Creditors at the address set forth above of written
notice signed by the Guarantor of the termination hereof. To the extent
permitted be applicable law, no termination hereof shall affect this Guaranty of
or with regard to (a) the Obligations which have previously or may thereafter
come due under the Relevant Documents then in existence, (b) interest and costs
and expenses of collection of such Obligations incurred or accrued after
termination, or Creditors obligations incurred or accrued after such
termination.
THIS GUARANTY SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
CONFLICT OF LAWS PRINCIPLES.
Very truly yours,
Reliance Warranty Company
By:
-------------------------
Name: Xxxxxx Xxxxxx
Title: President
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GUARANTOR'S ACKNOWLEDGEMENT
STATE OF ________________
COUNTY OF __________________
On the ____ day of _______________, 2004, before me personally came and appeared
Xxxxxx Xxxxxx, to me known and known to me to be the foregoing individual
described in and who executed the foregoing Guaranty on behalf of Reliance
Warranty Company, and duly acknowledged to me that he executed the same on
behalf of Reliance Warranty Company.
----------------------------
Notary Public
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