Exhibit 10.10
GUARANTY
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, each of the undersigned corporations (the "Guarantor")
guarantees unconditionally, the full and prompt performance of all obligations
of each of the other undersigned corporations who may, from time to time, be a
Seller under the Master Purchase and Sale Agreement (the "Master Purchase and
Sale Agreement"), including, but not limited to, the obligations of 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 any Seller or any Guarantor; (c) in realizing upon or protecting
any collateral for this Guaranty; and (d) for any other purpose related to this
Guaranty.
This Guaranty shall inure to the benefit of and be binding upon
Purchasers and Guarantors, and their respective successors and assigns;
provided, however, that this Guaranty may not be assigned by any Guarantor
without the prior written consent of Purchaser.
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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 12th day of January, 1999.
ACE Motor Company
By: /S/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
AutoCorp Financial Services, Inc.
By: /S/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
AutoCorp Equities, Inc.
By: /S/ Xxxxxxx Xxxxxx
-------------------------
Xxxxxxx Xxxxxx, President
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