EXHIBIT 10.2
GUARANTY
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, the undersigned (the "Guarantor") guarantees personally and
unconditionally, the full and prompt performance of all obligations of Seller
under the Master Purchase and Sale Agreement (the "Master Purchase and Sale
Agreement), including, but not limited to, the obligations of Seller described
in Article 5 and Article 6 of the Master Purchase and Sale Agreement, and under
the Servicing Agreement (the "Servicing Agreement"), both dated of even date
herewith. Capitalized terms used herein but not defined shall have the meanings
assigned to such terms in the Master Purchase and Sale Agreement.
Guarantor acknowledges and represents to Purchaser that it is receiving
direct and indirect financial and other benefits as a result of this Guaranty
and the obligations secured hereunder; represents to Purchaser that after giving
effect to this Guaranty and the contingent obligations evidenced hereby it is,
and will be, solvent; acknowledges that this Guaranty is operative and binding
as to it; and acknowledges that neither Purchaser nor any officer, employee,
agent, attorney or other representative of Purchaser has made any
representation, warranty or statement to Guarantor to induce it to execute this
Guaranty.
Guarantor agrees to pay on demand all costs and expenses of every kind
incurred by Purchaser: (a) in enforcing this Guaranty; (b) in collecting on any
obligations of Seller or Guarantor; (c) in realizing upon or protecting any
collateral for this Guaranty; and (d) for any other purpose related to the this
Guaranty.
This Guaranty shall inure to the benefit of and be binding upon
Purchaser and Guarantor and their respective successors and assigns; provided,
however, that this Guaranty may not be assigned by Guarantor without the prior
written consent of Purchaser.
This Guaranty shall be construed in accordance with the laws of the
State of Texas and the obligations, rights and remedies pursuant to this
Guaranty shall be determined in accordance with such laws without giving effect
to the conflict of laws principles thereof. This Guaranty is performable in
Dallas County, Texas, which is proper venue for all legal proceedings. Guarantor
expressly consents to the personal jurisdiction of the courts of the State of
Texas.
Executed and delivered as of the 6th day of October, 1997.
/s/ Xxxxxxx X. Xxxxxxx
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Name: AutoCorp Equities, Inc.
By: Xxxxxxx X. Xxxxxxx, Its President
Address: 0000 X. Xxxxxxxx Xxxxxx
Xxxxx X0
Xxxxxxx, Xxxxxxx 00000
