EXHIBIT 10.34
MANUFACTURER'S INDEMNIFICATION AGREEMENT
This Indemnification Agreement effective as of the date accepted by Lender, is
entered into between General Manufactured Housing, Inc. ("Manufacturer") and
Security Pacific Housing Services, Inc. ("Lender").
Lender will be providing retail financing for purchasers of Manufacturer's
manufactured homes from certain dealers, and in consideration thereof,
Manufacturer agrees as follows:
1. Manufacturer agrees to promptly perform all services and warranty work,
according to the terms of Manufacturer's warranty, requested by Lender on
all of Manufacturer's manufactured homes financed by Lender within 21 days
from the date of receipt of written notification from Lender, to the
satisfaction of Lender.
2. Should there be a disagreement between Manufacturer and Lender on what
constitutes warranty repairs, both parties agree to have the home in
question inspected by an independent third party. The recommended third
party shall be the state agency that regulates mobile homes within the
state where the home is located. Both parties agree that the third party
inspection report is final and binding.
3. Manufacturer shall indemnify and hold Lender harmless from Lender's loss
and costs (including attorneys fees) which Lender may suffer if the
manufactured home in question is subsequently repossessed by Lender for
Manufacturer's failure to perform warranty repairs. However, Manufacturer's
liability hereunder shall be limited to the amount of the Manufacturer's
invoice price plus repossession costs and attorneys fees.
4. Any funds or other property of Manufacturer that may now or at any time
hereafter be given or left in the possession of Lender, for any purpose, or
that may be in transit to or from Lender for any purpose, are hereby
pledged and delivered to Lender to secure the payment of any obligations or
liabilities of Manufacturer to Lender, direct or contingent, whether due or
to become due, and whether now existing or hereafter arising. However,
Lender shall not withhold funds or property from Manufacturer except upon
Manufacturer actually failing or refusing to perform service or warranty
work. Further, Lender shall not create from funds or property due
Manufacturer a "reserve" for Manufacturer's failure or refusal to perform
service or warranty work pursuant to paragraph 1.
5. Both parties to this Agreement waive any and all right to a trial by jury
in any action or proceeding, whether in law or equity arising out of or
related to this or any other agreement between the parties.
6. This Agreement represents the entire agreement between the parties and may
not be modified or amended except by a writing duly executed by both
parties.
7. Waiver by Lender of any event of default by Manufacturer is not a waiver of
any subsequent default. Lender shall have the absolute and unconditional
right at all times to enforce all agreements of whatever kind or nature,
present or future, between Lender and Dealer in strict accordance with the
written terms of such agreements, notwithstanding any conduct, custom or
course of dealing between the parties contrary
to the specific terms of the agreements.
8. Either party may cancel this Agreement by giving sixty (60) days written
notice to the other party by registered mail. However, Manufacturer shall
be bound to perform warranty repairs on all homes financed by Lender up to
the cancellation date as per the terms of this Agreement.
The parties hereto have accepted this Agreement on the dates set forth below.
LENDER: MANUFACTURER:
SECURITY PACIFIC HOUSING GENERAL MANUFACTURED
SERVICES, INC. HOUSING, INC.
BY /s/ X. X. Xxxxxx By /s/ [illegible]
-------------------------- --------------------------------
Its_______________________ Its TREASURER
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Date 10/10/89 Date OCTOBER 9, 1989
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GUARANTY
The undersigned does hereby guarantee to you, and in the event that this
instrument be signed by two or more guarantors, the undersigned do hereby
jointly and severally guarantee to you, the due, regular and punctual payment of
any and all obligations, debts or liabilities of Manufacturer to you arising out
of or connected with the aforesaid Manufacturer's Indemnification Agreement. Any
financing extended by you on Manufacturer's products on or after the date hereof
shall be deemed to have been made in reliance hereon. In the event of default in
the performance of this Guaranty, undersigned (jointly and severally if more
than one) agrees to pay all reasonable court costs, attorney's fees and other
expenses paid or incurred by you in enforcing this Guaranty.
The undersigned hereby severally agree that this Guaranty shall not be
impaired by any modification, extension, or other alteration of any of the
obligations hereby guaranteed or of any security therefor, to all of which the
undersigned hereby consent without notice thereof. It is further agreed that the
liability of the undersigned hereunder is direct and unconditional, and may be
enforced without prior resort to any other right, remedy or security. No delay
in exercising any rights hereunder or failure to exercise the same shall operate
as a waiver thereof. This Guaranty may not be modified, altered or changed, nor
may any provision hereof be waived, except by an instrument in writing signed by
the party or parties adversely affected hereby.
Notice of acceptance hereof, notice of default by Manufacturer; demand for
payment hereunder presentment and protest of any instrument and notice hereby;
the right to a jury trial in any action hereon, to the extent permitted by
applicable law, and all other notices or demands to which undersigned might
otherwise be entitled, are all hereby expressly waived.
This Guaranty shall not be discharged or affected by the death of any of
the undersigned, but shall bind their respective heirs, executors,
administrators and assigns, and the benefits hereof shall extend to and include
your successors and assigns.
Notwithstanding anything set forth above, the liability of the undersigned
shall be limited to the following amounts:
Time Period From Dollar Amount of Liability
DATE OF GUARANTEE FOR EACH TIME PERIOD
1st Year $500,000
2nd Year $400,000
3rd Year $300,000
4th Year $200,000
5th Year $100,000
Date: 9 Oct 1989 /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Subscribed and sworn to before Home Address: 0000 XXXXX XXXXXXXX
me this 9TH day of OCTOBER,1989 FERNANDINA BEACH FLA 3203
/s/ Teiri X. Xxxxxxxx
______________________________________
Notary Public (Notary Seal)
stamped
Subscribed and sworn to before /S/ XXXXXX X. XXXXX
Xxxxxx X. Xxxxx
me this 9TH day of OCTOBER, 1989 Home Address: 4300 X. XXXXXXXX
/S/ TEIRI X. XXXXXXXX XXXXXXXXXX XXXXX, XX. 00000
Notary Public (Notary Seal)
stamped
