EXHIBIT 10.39
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GUARANTY
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THIS GUARANTY, dated June 28, 2002, is made and given by AMERICAN HOME MORTGAGE
HOLDINGS, INC, a Delaware corporation ("Guarantor"), to RESIDENTIAL FUNDING
CORPORATION, a Delaware corporation ("RFC"), U.S. BANK NATIONAL ASSOCIATION
("U.S. Bank"), ALLFIRST BANK ("Allfirst Bank"), FLEET NATIONAL BANK ("Fleet"),
NATIONAL CITY BANK OF KENTUCKY ("National City"), CREDIT LYONNAIS NEW YORK
BRANCH ("Credit Lyonnais"), GUARANTY BANK, F.S.B. ("Guaranty") and COLONIAL BANK
("Colonial") (RFC, U.S. Bank, Allfirst Bank, Fleet, National City, Credit
Lyonnais, Guaranty, Colonial, and any Additional Lenders as may from time to
time become a party hereto and their respective successors and permitted assigns
being referred to individually as a "Lender" and collectively as the "Lenders"),
and RFC as credit agent for the Lenders (in such capacity, the "Credit Agent"),
and U.S. Bank, as collateral agent for the Credit Agent and the Lenders
("Collateral Agent").
RECITALS
A. Lenders have agreed to extend a warehouse line of credit to COLUMBIA
NATIONAL, INCORPORATED, a Maryland corporation ("Borrower") (the "Loan") to
finance the origination and purchase of Eligible Loans.
B. The Loan is evidenced by Borrower's Warehousing Promissory Notes, Sublimit
Promissory Notes and Term Loan Promissory Notes, all dated May 3, 2001, (as
amended, supplemented or otherwise modified, including any other instruments
executed and delivered in renewal, extension, rearrangement or otherwise in
replacement of those promissory notes, the "Notes") and by a Warehousing Credit
and Security Agreement dated as of May 3, 2001 (as amended, restated, renewed or
replaced, including any other instruments executed and delivered in renewal,
extension, rearrangement or otherwise in replacement of that agreement, the
"Agreement").
C. Guarantor is the sole shareholder of Borrower and will derive substantial
benefits from the Loan.
D. In order to induce Lenders to make the Loan to Borrower, Guarantor is willing
to execute and deliver this Guaranty to Lenders .
AGREEMENT
NOW, THEREFORE, Guarantor agrees with Lenders as follows:
1. Definitions; Rules of Construction. Unless otherwise defined in this
Guaranty, all capitalized terms have the meanings given to those terms in the
Agreement. Defined terms may be used in the singular or the plural, as the
context requires. The words "include," "includes" and "including" are deemed to
be followed by the phrase "without limitation." Unless the context in which it
is used otherwise clearly requires, the word "or" has the inclusive meaning
represented by the phrase "and/or." References to Sections are to Sections of
this Guaranty unless otherwise expressly provided.
2. Guaranty of Payment and Performance. Guarantor irrevocably, unconditionally
and absolutely guarantees to Lenders the due and prompt payment (and not just
the collectibility) by Borrower of (a) the principal, and (b) all interest,
fees, late charges and other indebtedness arising under the Notes and the
Agreement, when due, whether at maturity, by reason of acceleration or
otherwise, all at the times, places and at the rates described in, and otherwise
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according to the terms of, the Notes and the Agreement, and all whether
currently existing or created or arising after the date of this Guaranty.
Guarantor also irrevocably, unconditionally and absolutely guarantees to Lenders
the due and prompt performance by Borrower of all other duties and obligations
of Borrower contained in the Notes and the Agreement, and the due and prompt
payment of all costs and expenses incurred by Lenders (including attorneys'
fees, court costs and other litigation expenses such as expert witness fees,
exhibit preparation and courier, postage, communication and document copying
expenses) to enforce the payment and performance of the Notes, the Agreement and
this Guaranty. The payment and performance of the items set forth in this
Section are collectively referred to as the "Guaranteed Debt." Any sum payable
by Guarantor to Lenders under this Guaranty will bear interest from the date due
until paid at a per annum rate of interest equal to the highest Default Rate
then applicable under the Agreement.
3. Right of Set-Off. After an Event of Default occurs, Lenders may, without
notice or demand to Guarantor (which notice or demand Guarantor expressly
waives), set-off and apply any property of Guarantor in Lenders' possession or
control, or standing to the credit of Guarantor, to the payment of the
Guaranteed Debt.
4. Other Transactions. Guarantor (a) consents to all modifications of the terms
and conditions of the Guaranteed Debt and to all extensions or renewals of the
time of payment or performance of the Guaranteed Debt by Borrower; (b) agrees
that Lenders need not resort to legal remedies against Borrower or take action
against any other Person obligated (an "Obligor") for the payment or performance
of the Guaranteed Debt or against any collateral for the Guaranteed Debt before
proceeding against Guarantor under this Guaranty; (c) agrees that no release of
Borrower or any other guarantor or Obligor, and no release, exchange or
nonperfection of any collateral for the Guaranteed Debt, whether by operation of
law or by any act or failure to act of Lenders, with or without notice to
Guarantor, shall release Guarantor; (d) waives presentment, demand, notice of
demand, dishonor, notice of dishonor, protest, and notice of protest and any
other notice with respect to the Guaranteed Debt and this Guaranty, and
promptness in commencing suit against any party to or liable on the Guaranteed
Debt or in giving any notice to or making any claim or demand upon Guarantor
under this Guaranty; (e) waives any defense arising by reason of any disability
or other defense of Borrower for payment of all or any part of the Guaranteed
Debt or by reason of the cessation from any cause whatsoever of the liability of
Borrower for the Guaranteed Debt other than full payment; and (f) waives, to the
extent permitted by law, all benefit of valuation, appraisement and exemptions
under the laws of the State of Minnesota or any other state or territory of the
United States.
5. Continuing Guaranty. Guarantor's obligations under this Guaranty are primary,
absolute and unconditional. Only full and irrevocable payment and performance of
the Guaranteed Debt will discharge Guarantor's obligations under this Guaranty.
Guarantor's obligations under this Guaranty are not impaired or affected by: (a)
the genuineness, validity, regularity or enforceability of, or any amendment or
change in the Agreement or the other Loan Documents, or any change in or
extension of the manner, place or terms of payment of, all or any portion of the
Guaranteed Debt; (b) Lenders' taking or failure to take any action to enforce
the Agreement or the other Loan Documents, or Lenders' exercise or failure to
exercise any remedy, power or privilege contained in the Loan Documents or
available at law or otherwise, or the waiver by Lenders of any provisions of the
Agreement or the other Loan Documents; (c) any impairment, modification, change,
release or limitation in any manner of the liability of Borrower or its estate
in bankruptcy, or of any remedy for the enforcement of Borrower's liability,
resulting from the operation of any present or future provision of the
bankruptcy laws or any other statute or regulation, or the dissolution,
bankruptcy, insolvency or reorganization of Borrower; (d) the merger or
consolidation of Borrower, or any sale or transfer by Borrower of all or any
part of its assets or property; (e) any claim Guarantor may have against any
other Obligor, including any claim of contribution; (f) the release, in whole or
in part, of any other guarantor (if more than one), Borrower or any other
Obligor; (g) any settlement or compromise with any Obligor with respect to any
Guaranteed Debt or the subordination of the payment of all or any part of the
Guaranteed Debt to the payment of any other debts or claims that may at any time
be due and owing to Lenders or any other Person;
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or (h) any other action or circumstance that may (with or without notice to or
knowledge of Guarantor) in any manner or to any extent vary the risks of
Guarantor under this Guaranty or otherwise constitute a legal or equitable
discharge or defense. Guarantor's obligations under this Guaranty are in
addition to Guarantor's obligations under any other guaranties of the Guaranteed
Debt or any other obligations of Borrower or any other Persons, and this
Guaranty does not affect or invalidate those other guaranties. Guarantor's
liability to Lenders are deemed to be the aggregate liability of Guarantor under
the terms of this Guaranty and any other guaranties made in favor of Lenders
before or after the date of this Guaranty.
6. Application of Payments. Lenders have the exclusive right to determine the
application of all payments and credits (whether derived from Borrower or from
any other source) to be made on the Guaranteed Debt and any other indebtedness
owed by Borrower or any other Obligor to Lenders. Lenders have no obligation to
marshal any assets in favor of Guarantor or in payment of all or any part of the
Guaranteed Debt.
7. Recovery of Payments. Guarantor's obligations under this Guaranty continue to
be effective, or are automatically reinstated, as the case may be, if at any
time the performance or the payment, in whole or in part, of any of the
Guaranteed Debt is rescinded or must otherwise be restored or returned by
Lenders (as a preference, fraudulent conveyance or otherwise) upon or as a
result of (a) the insolvency, bankruptcy, dissolution, liquidation or
reorganization of Borrower, Guarantor or any other Person, (b) the appointment
of a custodian, receiver, trustee or other officer with similar powers with
respect to Borrower, Guarantor or any other Person, (c) the appointment of a
custodian, receiver, trustee or other officer with similar powers with respect
to any substantial part of Borrower's, Guarantor's or any other Person's
property, or (d) any other action or event, all as though those payments had not
been made. If an Event of Default exists and a case or proceeding against
Guarantor or Borrower under a bankruptcy or insolvency law prevents Lenders from
declaring a default and accelerating Guarantor's obligations under this Guaranty
or from declaring a default and accelerating any Guaranteed Debt, Guarantor's
obligations under this Guaranty will be deemed to have been declared in default
and accelerated with the same effect as if this Guaranty and those obligations
had been declared in default and accelerated in accordance with their respective
terms, and Guarantor must immediately perform or pay, as the case may be, as
required under the terms of this Guaranty without further notice or demand.
8. No Subrogation. Until the Guaranteed Debt has been irrevocably paid and
performed in full, Guarantor irrevocably waives any claims or other rights that
Guarantor now has or may acquire against Borrower that arise from the existence,
payment, performance or enforcement of Guarantor's obligations under this
Guaranty, including any right of subrogation, reimbursement, exoneration,
contribution or indemnification and any right to participate in any claim or
remedy of Lenders against Borrower or any collateral that Lenders now has or may
acquire, whether or not that claim, remedy or right arises in equity or under
contract, statute or common law, including the right to take or receive from
Borrower, directly or indirectly, in cash or other property or by set-off or in
any manner, payment or security on account of that claim or other right. In
addition, to the extent permitted by law, Guarantor irrevocably releases and
waives any such subrogation rights or rights of reimbursement, exoneration,
contribution or indemnity to the extent any such rights give rise to a claim
under the U.S. Bankruptcy Code that payments or transfers to Lenders with
respect to the Guaranteed Debt constitute a preference in favor of Guarantor or
a claim under the U.S. Bankruptcy Code that the preference is recoverable from
Lenders. Any amount paid to Guarantor in violation of the preceding two
sentences is deemed to have been paid to Guarantor for the benefit of, and held
in trust for, Lenders and must immediately be paid to Lenders to be credited and
applied to the Guaranteed Debt, whether matured or unmatured. Notwithstanding
the blanket waiver of subrogation rights set forth above, Guarantor specifically
acknowledges that any subrogation rights that Guarantor may have against
Borrower or any collateral that Lenders now has or may acquire may be destroyed
by a nonjudicial foreclosure of the collateral. Without limiting the foregoing,
Guarantor waives all rights and defenses arising out of Lenders' election of
remedies, even though that election of remedies (such as a nonjudicial
foreclosure with respect to
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security for any Guaranteed Debt) may destroy Guarantor's rights of subrogation
and reimbursement against Borrower by operation of Section 580d of the
California Code of Civil Procedure or otherwise. Guarantor specifically
acknowledges that Guarantor will receive direct and indirect benefits from the
arrangements contemplated by the California Code of Civil Procedure and the
Agreement and that the waivers set forth in this Section are knowingly made in
contemplation of those benefits.
10. Remedies. Lenders 's postponement or delay in the enforcement of any right
under this Guaranty is not a waiver of that right and all of Lenders' rights
under this Guaranty are cumulative and not alternative and are in addition to
any other rights granted to Lenders in any other agreement or by law. Guarantor
understands and acknowledges that time is of the essence with respect to the
performance of Guarantor's obligations under this Guaranty.
11. Reaffirmation. When requested by Lenders , Guarantor must promptly execute
and deliver a written reaffirmation of this Guaranty in such form as Lenders may
require.
12. Representations and Warranties. Guarantor represents and warrants to Lenders
as follows:
(a) Organization and Good Standing. Guarantor is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Delaware and has the full legal power and authority to own its
property and to carry on its business as currently conducted. Guarantor is
duly qualified as a foreign Corporation to do business and is in good
standing in each jurisdiction in which the transaction of its business
makes qualification necessary, except in jurisdictions, if any, where a
failure to be in good standing has no material adverse effect on
Guarantor's business, operations, assets or financial condition as a
whole. For the purposes of this Guaranty, good standing includes
qualification for any and all licenses and payment of any and all taxes
required in the jurisdiction of its incorporation and in each jurisdiction
in which Guarantor transacts business.
(b) Authority and Authorization. Guarantor has the power and authority to
execute, deliver and perform this Guaranty. The execution, delivery and
performance by Borrower of this Guaranty has been duly and validly
authorized by all necessary corporate action on the part of Guarantor
(none of which actions has been modified or rescinded, and all of which
actions are in full force and effect). The execution, delivery and
performance by Borrower of this Guaranty do not and will not conflict with
or violate any provision of law, any judgments binding upon Guarantor, or
the articles of incorporation or bylaws of Guarantor, and do not and will
not conflict with or result in a breach of or constitute a default or
require any consent under any agreement, instrument or indenture to which
Guarantor is a party or by which Guarantor or its property may be bound or
affected. This Guaranty constitutes the legal, valid, and binding
obligation of Guarantor, enforceable in accordance with its terms, except
as limited by bankruptcy, insolvency or other similar laws affecting the
enforcement of creditors' rights.
(c) Financial Statements. All financial statements and other information
given to Lenders with respect to Guarantor fairly and accurately present
the financial condition of Guarantor as of the date of those financial
statements and that information, and there has been no material adverse
change in the financial condition of Guarantor since the date of those
financial statements and that information. Guarantor must promptly deliver
to Lenders (or to Borrower in time for Borrower to deliver to Lenders) all
financial statements, tax returns and other information about Guarantor
that are required by the Agreement or requested by Lenders.
(d) No Default. Guarantor is not in default with respect to any order,
writ, injunction, decree or demand of any court or other governmental
authority, in the payment of any material debt for borrowed money or under
any material agreement evidencing or securing any such debt.
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(e) Solvency. Guarantor is now solvent, and there are no bankruptcy or
insolvency proceedings pending or contemplated by or, to the best of
Guarantor's knowledge, against Guarantor.
(f) Relationship to Borrower. The consideration received or to be received
by Guarantor as a result of the Loan is worth as much or more than the
liabilities and obligations incurred by Guarantor under this Guaranty.
Guarantor has had full and complete access to the Agreement and the Notes
and all other Loan Documents relating to the Guaranteed Debt, has reviewed
them and is fully aware of the meaning and effect of those documents.
Guarantor is fully informed of all facts and circumstances that bear upon
the risks of executing this Guaranty, including all facts that a diligent
inquiry would reveal. Guarantor has the ability to obtain from Borrower on
a continuing basis information concerning Borrower's financial condition,
and Guarantor is not relying on Lenders to provide such information.
Except as specifically required by this Guaranty, Lenders has no
obligation to advise or notify Guarantor or to provide Guarantor with any
data or information about Borrower. Lenders have not agreed to make,
extend or modify any loan or other financial accommodation to or for
Guarantor in consideration of Guarantor's execution and delivery of this
Guaranty.
(g) Litigation. There is no action, suit or proceeding at law or in equity
or by or before any administrative agency pending or contemplated by or,
to the best of Guarantor's knowledge, against Guarantor that, if adversely
determined, would result in a material adverse change in Guarantor's
financial condition.
(h) Taxes. Guarantor has filed all federal, state, provincial, county,
municipal and other income, excise, property and other tax returns
required to have been filed by Guarantor. Guarantor has paid all taxes
that have become due pursuant to those returns or pursuant to any
assessments received by Guarantor, and Guarantor has no knowledge of any
basis for any material additional assessment against Guarantor with
respect to those taxes.
Guarantor's representations and warranties in this Guaranty and in any other
agreement between Guarantor and Lenders will survive the execution, delivery and
performance of this Guaranty and the creation and payment of the Guaranteed
Debt.
13. Subordination of Borrower Debt. All indebtedness of Borrower to Guarantor
("Subordinated Debt") is subordinated to the Guaranteed Debt. Upon Lenders'
request, Guarantor must collect, enforce and receive payments on the
Subordinated Debt as trustee for Lenders, and pay over those amounts to Lenders
on account of the Guaranteed Debt. The collection and payment of those amounts
to Lenders does not reduce or limit Guarantor's liability under any other
provision of this Guaranty.
14. Governing Law. This Guaranty is governed by the laws of the State of
Minnesota, without reference to its principles of conflicts of laws.
15. Severability. Any provision of this Guaranty declared to be illegal or
unenforceable in any respect is null and void and of no force and effect to the
extent of the illegality or unenforceability, but all other covenants, terms,
conditions and provisions of this Guaranty continue to be valid and enforceable.
16. Successors and Assigns. The terms and provisions of this Guaranty are
binding upon and inure to the benefit of Lenders, Guarantor and their respective
heirs, executors, administrators, personal representatives, successors and
assigns.
17. Waivers and Amendments. This Guaranty may not be amended, modified or
supplemented unless the amendment, modification or supplement is set forth in a
writing signed by both Guarantor and Lenders . No waiver of any provision of
this Guaranty nor consent to any
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departure by Guarantor from the terms of this Guaranty will be effective unless
the same is in writing and signed by Lenders, and then that waiver or consent is
effective only in the specific instance and for the specific purpose for which
given. No notice to or demand on Guarantor shall in any case entitle Guarantor
to any other or further notice or demand in similar or other circumstances.
18. Notices. All notices and communications required or permitted to be given or
made under this Guaranty must be in writing and must be sent by manual delivery,
overnight courier or United States registered or certified mail, return receipt
requested (postage prepaid, including registration or certification charges),
addressed as follows (or at such other address as may be designated by Guarantor
or Lenders in a notice to the other):
If to Guarantor: American Home Mortgage Holdings, Inc.
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
If to Credit Agent: Residential Funding Corporation
0000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000-0000
Attention: Xxx Xxxxx, Director
All periods of notice will be measured from the date of delivery if manually
delivered, from the first Business Day after the date of sending if sent by
overnight courier or from 4 days after the date of mailing if sent by United
States mail, except that notices of changes of address are not effective until
actually received.
19. Entire Agreement. This Guaranty represents the final agreement of guaranty
between Guarantor and Lenders. This Guaranty may not be contradicted by evidence
of prior or contemporaneous oral agreements, and there are no oral agreements
between Guarantor and Lenders with respect to the subject matter of this
Guaranty. No course of prior dealings between Guarantor and Lenders, no usage of
trade and no parole or extrinsic evidence of any nature may be used to
contradict or modify the terms and provisions of this Guaranty.
20. Consent to Jurisdiction. AT LENDERS' OPTION, THIS GUARANTY MAY BE ENFORCED
IN ANY STATE OR FEDERAL COURT WITHIN THE STATE OF MINNESOTA. GUARANTOR CONSENTS
TO THE JURISDICTION AND VENUE OF THOSE COURTS, AND WAIVES ANY OBJECTION TO THE
JURISDICTION OR VENUE OF THOSE COURTS, INCLUDING THE OBJECTION THAT VENUE IN
THOSE COURTS IS NOT COVENIENT. ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE
COMMENCED AND INSTITUTED BY SERVICE OF PROCESS UPON GUARANTOR BY FIRST CLASS
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO GUARANTOR
AT ITS ADDRESS LAST KNOWN TO LENDERS. GUARANTOR'S CONSENT AND AGREEMENT UNDER
THIS SECTION DOES NOT AFFECT LENDERS 'S RIGHT TO ACCOMPLISH SERVICE OF PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST GUARANTOR IN ANY OTHER JURISDICTION OR COURT. IN THE
EVENT GUARANTOR COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY
TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP
CREATED BY THIS GUARANTY, LENDERS AT ITS OPTION MAY HAVE THE CASE TRANSFERRED TO
A STATE OR FEDERAL COURT WITHIN THE STATE OF MINNESOTA OR, IF A TRANSFER CANNOT
BE ACCOMPLISHED UNDER APPLICABLE LAW, MAY HAVE GUARANTOR'S ACTION DISMISSED
WITHOUT PREJUDICE.
21. Waiver of Jury Trial. GUARANTOR AND LENDERS EACH AGREES NOT TO ELECT A TRIAL
BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND FULLY WAIVES ANY
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RIGHT TO TRIAL BY JURY TO THE EXTENT THAT ANY SUCH RIGHT NOW EXISTS OR ARISES
AFTER THE DATE OF THIS GUARANTY. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS
SEPARATELY GIVEN, KNOWINGLY AND VOLUNTARILY, BY GUARANTOR AND LENDERS, AND IS
INTENDED TO ENCOMPASS EACH INSTANCE AND EACH ISSUE FOR WHICH THE RIGHT TO TRIAL
BY JURY WOULD OTHERWISE APPLY. LENDERS ARE AUTHORIZED AND DIRECTED TO SUBMIT
THIS GUARANTY TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE
PARTIES TO THIS AGREEMENT AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF THE RIGHT TO
JURY TRIAL. FURTHER, GUARANTOR CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF
LENDERS, INCLUDING LENDERS' COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO
ANY OF GUARANTOR'S REPRESENTATIVES OR AGENTS, INCLUDING GUARANTOR'S COUNSEL,
THAT LENDERS WILL NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.
22. Waiver of Punitive, Consequential, Special or Indirect Damages. GUARANTOR
WAIVES ANY RIGHT GUARANTOR MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR
INDIRECT DAMAGES FROM LENDERS AND ANY OF LENDERS 'S AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES OR AGENTS WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN
ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY BORROWER AGAINST
LENDERS OR ANY LENDERS' AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS
WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY.
THIS WAIVER OF THE RIGHT TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT
DAMAGES IS KNOWINGLY AND VOLUNTARILY GIVEN BY GUARANTOR, AND IS INTENDED TO
ENCOMPASS EACH INSTANCE AND EACH ISSUE FOR WHICH THE RIGHT TO SEEK PUNITIVE,
CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES WOULD OTHERWISE APPLY. LENDERS ARE
AUTHORIZED AND DIRECTED TO SUBMIT THIS GUARANTY TO ANY COURT HAVING JURISDICTION
OVER THE SUBJECT MATTER AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF THE RIGHT TO
SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES.
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IN WITNESS WHEREOF, Guarantor has executed this Guaranty with the intent to be
legally bound as of the date first above written.
AMERICAN HOME MORTGAGE HOLDINGS, INC.
a Delaware corporation
By: /s/ Xxxx Xxxxxxx
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Its: President & CEO
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Address: 000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Telephone: 000-000-0000
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Organizational No.: 00-0000000
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