GUARANTY AGREEMENT
1. DATE AND PARTIES. This Guaranty Agreement ("Agreement") is dated as of
January 31, 1999, and the parties and their mailing addresses and Borrower's
and Guarantor's tax identification numbers are as follows:
Borrower: Smart Choice Automotive Group, Inc.
a Florida corporation
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Holders:
Guarantors: First Choice Auto Finance, Inc.,
a Florida corporation
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SC Holdings, Inc.,
a Florida corporation
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2. PROMISE OF GUARANTY. For good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and to induce the Holders to
make the Loan, as defined in Paragraph 2(a) hereof, Guarantors hereby jointly
and severally absolutely and unconditionally guarantee, without limitation, the
full and prompt performance of the Obligations, as defined herein, to the
Holders. This Guaranty is an absolute, unconditional, and continuing guaranty of
the full and punctual payment and performance of the Obligations, and not of
their collectability only, and is in no way conditioned upon any Holder first
attempting to collect any of the Obligations from Borrower or resorting to any
collateral security or other means of obtaining payment of any of the
Obligations which Holder may now or hereafter acquire or upon any contingency
whatsoever. The terms "Obligations" and "Obligation" are used interchangeably
and include the following:
(a) PROMISSORY NOTES. All obligations, agreements, promises and covenants
of Borrower under that certain Subordinated Loan Agreement, dated as of
January 31, 1999, by and between Borrower and High Capital Funding, LLC
("HCF") (the "Subordinated Loan Agreement") and those certain Smart Choice
Automotive Group, Inc. 1999 Series A Subordinated Notes ("Notes"), executed
by Borrower thereunder, evidencing a loan or loans to Borrower in the
aggregate principal amount of up to $3,000,000.00, and all extensions,
renewals, modifications, or substitutions thereof (the "Loan"). The terms
of the Subordinated Loan Agreement and the Notes are incorporated herein by
reference as if set forth herein word for word;
(b) BORROWER'S PERFORMANCE. All obligations of Borrower or any other person
to perform under the terms of the Note, the Subordinated Loan Agreement and
any other agreement related to the Loan or any other agreement which
secures, guaranties, or otherwise relates to the Notes or Loan, the terms
of which are incorporated herein by reference as if set forth herein word
for word;
(c) ADVANCES AND EXPENSES. All obligations arising from sums advanced and
expenses incurred by Holder(s) for the purpose of insuring, preserving or
otherwise protecting any collateral for either the Loan, its value or any
of the Obligations defined in this Paragraph 2, and any other sums advanced
and expenses incurred by the Holder(s) under this Agreement, the Notes, the
Subordinated Loan Agreement, and any other agreement which secures,
guarantees, or otherwise relates to the Notes, the Loan, or any of the
Obligations defined in this Paragraph 2, including but not limited to
expenses of disposing of any collateral securing the Loan or the other
Obligations, collection expenses and attorneys' fees, plus interest at the
highest lawful rate which may be charged by any Holder on the Obligations.
In addition to any other expenses, Guarantors agree to pay all reasonable
expenses relating to default and collection of those Obligations described
in this Paragraph 2, as follows: Expenses for taking, holding, preparing
for sale, selling or similar expenses, advances made for the above purposes
and advances relating to the collateral for Obligations made on Borrower's
behalf as permitted by any agreements securing such Obligations; and
reasonable attorneys' fees, paralegal fees and other legal expenses to the
extent not prohibited by law, including, but not limited to, any such fees,
costs and expenses incurred in or related to collecting, protecting and
enforcing liabilities, any negotiations or legal proceedings, including,
but not limited to, any bankruptcy proceedings, or any actions in or
relating to any bankruptcy proceedings;
(e) OTHER OBLIGATIONS. All other obligations of Borrower to Holder,
including but not limited to any and all advances made by Holder on
Borrower's behalf and liabilities as guarantor, endorser or surety to
Holder, all whether now existing or hereafter arising, due or to become
due, direct or indirect, absolute or contingent, primary or secondary,
liquidated or unliquidated, or joint, several or joint and several; and
(f) MODIFICATIONS. All obligations arising out of any and all extensions,
renewals, modifications and substitutions of any of the obligations set out
in this Paragraph 2.
3. GUARANTORS' WARRANTIES AND REPRESENTATIONS:
(a) INVESTIGATION. Guarantors have conducted such due diligence as each
Guarantor deems appropriate with respect to Borrower's financial condition
and existing indebtedness, authority to borrow, and the use and intended
use of all Loan proceeds or other funds advanced or to be advanced by the
Holder(s) to Borrower or on Borrower's behalf that create the Obligations;
and Guarantor has not relied on any representations of any Holder or any
information provided by any Holder about Borrower, Borrower's financial
condition and the existing indebtedness, Borrower's authority, or
Borrower's use and intended use of all Loan proceeds or other funds giving
rise to the Obligation whether now or hereafter advanced to Borrower or for
Borrower's benefit;
(b) RELIANCE. Guarantors acknowledge that each Holder is relying on this
Agreement in making the Loan to Borrower and to otherwise extend financial
accommodation to the Borrower or for Borrower's benefit from time to time
and Guarantors acknowledge and agree that the requirement for Guarantors'
signatures is necessary in order for any Holder to make the Loan;
(c) BENEFIT TO GUARANTORS. Guarantors represent and warrant that the Loan
will be of substantial benefit to Guarantors because the proceeds thereof
will be used, directly or indirectly, to enable each Guarantor to acquire
additional inventory;
(d) NO DEFENSES. Guarantors represent that as of the date of this
Agreement, no Guarantor has any claims or causes of action against Holder,
nor any defenses, set-offs, or counterclaims to this Agreement, and in
consideration of the making of the Loan or the renewal or extension
thereof, Guarantor releases all rights or claims whatsoever of Guarantor
against Holder which exist as of the date hereof;
(e) AGREEMENTS. The execution and delivery of this Agreement will not
violate any agreement governing any Guarantor or to which any Guarantor is
a party, except for violations, if any, that have been disclosed in writing
to Holder and that would not result in any material adverse consequences
for the business, operations or financial condition of Guarantor or for the
ability of Guarantor to perform its obligations in connection with the
Loan, including but not limited to its obligations hereunder;
(f) HOLDER'S CONDUCT. If at any time a Guarantor reasonably believes that
any employee of any Holder has engaged in conduct which is unfair or
improper or any Holder exercises any undue control over the business,
management, property or decisions of Borrower or Guarantor, Guarantor will
notify such Holder in writing immediately of the following:
(1) Conduct of the Holder which forms the basis of Guarantor's
concern; (2) Name of the Holder employee(s) involved; (3) Harm which
any Guarantor believes will result if such Holder does not alleviate
the problem;
(g) COMPLIANCE WITH LAW. Guarantors are in compliance with all laws,
regulations, ordinances, and orders of public authorities applicable to
Guarantors, except for violations, if any, that have been disclosed in
writing to Holder and that would not result in any material adverse
consequences for the business, operations or financial condition of
Guarantors or for the ability of Guarantors to perform its obligations in
connection with the Loan, including but not limited to its obligations
hereunder;
(h) ACCURACY OF INFORMATION. All other information, reports, papers, and
data given to any Holder with respect to Guarantor or to others obligated
under the terms of this Agreement are accurate and correct in all material
respects and complete insofar as completeness may be necessary to give any
Holder a true and accurate knowledge of the subject matter of the aforesaid
information; the net worth of each Guarantor as of the date hereof,
determined on the basis of generally accepted accounting principles,
consistently applied, was in excess of $4,000,000 at December 31, 1998; and
each Guarantor has the capacity to pay its creditors and its debts as they
come due, notwithstanding the guaranty made herein;
(i) CORPORATE WARRANTIES AND REPRESENTATIONS. Guarantor makes to Holder the
following warranties, representations, and covenants, which shall be
continuing so long as the obligations of Guarantor under this Agreement,
remain outstanding:
(1) Each Guarantor is a corporation duly organized and validly
existing as a corporation in good standing under the laws of the state
of Florida;
(2) Each Guarantor has the requisite corporate power and authority to
carry on its business as now being conducted;
(3) The execution, delivery, and performance of this Agreement and any
documents securing this Agreement by Guarantors is within the
corporate powers of Guarantors; have been duly authorized by all
requisite corporate action; have received all necessary governmental
approvals; will not violate any provision of law, any order of any
court or other agency of government, or any Guarantor's articles of
incorporation or by-laws; will not violate any provision of any
indenture, agreement or other instrument to which any Guarantor is a
party or to which any Guarantor or any Guarantor's property is
subject, including, but not limited to, securing the obligations of
any Guarantor under this Agreement, any provision prohibiting the
creation or imposition of any lien, charge, or encumbrance of any
nature whatsoever upon any Guarantor's property or assets; and
(4) Upon request by Holder, each Guarantor shall deliver to Holder
copies of its articles of incorporation and bylaws certified by each
Guarantor's secretary as being true and correct copies of same.
4. INVALIDITY AND IMPAIRMENT. The obligations of Guarantor under this Agreement
shall not be released, discharged, or in any way affected or become
unenforceable, nor shall any Guarantor have any rights against any Holder by
reason of any of the following:
(i) that the condition of any collateral securing the Obligations or
any Guarantor's obligations under this Agreement may be in default at
the time of acceptance thereof by any Holder;
(ii) that a valid lien in any collateral securing the Obligations or
Guarantor's obligation under this Agreement may not be conveyed to,
created or perfected in favor of any Holder;
(iii) that the value of, or the lien or security interest of any
Holder in, any collateral securing the Obligations or any Guarantor's
obligations under this Agreement may be or become impaired;
(iv) that any collateral may be subject to equities, defenses or claims
in favor of others or may be invalid or defective in any way; or
(v) any Holder's act, or failure to act, as the case may be, with
respect to any collateral securing the Obligations or Guarantor's
obligations under this Agreement authorized to be taken or excused from
being taken under any security agreement, mortgage, assignment or other
documents creating or perfecting Holder's security interest in such
collateral; or
(vi) the existence or priority of any liens or security interests in
favor of third parties affecting or encumbering all or any portion of
any collateral securing or intended to secure the Loan.
5. EVENTS OF DEFAULT. Guarantor shall be in default upon the occurrence of any
of the following events, circumstances, or conditions ("Events of Default"):
(a) Failure by any person obligated on the Obligations to make payment to
any Holder when due; or
(b) A default or breach under any of the terms of this Agreement or any
other Loan Document (as herein defined) (other than those defaults
expressly set forth in this paragraph 5 and other than a failure to make
payment to any Holder when due, or to provide daily SMCH INV-DRAFT REPORTS
within 24 hours after written notice from any Holder) which is not fully
cured within ten (10) days after written notice from any Holder;
(c) The making or furnishing of any verbal, or written, representation,
statement, or warranty to Holder which is false or incorrect in any
material respect or the failure to furnish facts necessary to prevent any
statement made from being materially misleading, by, or on behalf of, any
Guarantor or Borrower; or
(d) The dissolution, liquidation, or insolvency of Borrower or any
Guarantor, the appointment of a receiver by or on the behalf of Borrower or
any Guarantor, the assignment for the benefit of creditors by or on the
behalf of Borrower or any Guarantor, the voluntary or involuntary
termination of existence by Borrower or Guarantor, or the commencement of
an action or proceeding under any present or future federal or state
insolvency, bankruptcy, reorganization, composition, or debtor relief law
by or against any Guarantor or Borrower; or
(e) A reasonable belief by Holder at any time that Holder is insecure, that
the prospect of any payment of an Obligation is impaired, or that any
collateral for the Obligations or this Agreement is impaired; or
(f) Failure of Borrower or any Guarantor to pay and provide proof of
payment of any tax, assessment, rent, insurance premium, or escrow on or
before its due date, unless Borrower or any Guarantor provides documentary
evidence to Holder(s) that it is timely contesting same in good faith and
has established adequate reserves to pay same together with any and all
penalties, interest, costs, expenses and attorney's fees related thereto;
or
(g) A transfer of a substantial part of any Guarantor's money or property
to any one or more person(s) other than a wholly-owned subsidiary of such
Guarantor; or
(h) Use of any portion of the Loan proceeds or other funds giving rise to
an Obligation, whether now or hereafter advanced to Borrower or for
Borrower's benefit, in any transaction which is likely to cause any Holder
to directly or indirectly incur any securities or environmental liability;
or
(i) Any charge or indictment against Guarantor or Borrower under a federal
or state law for which forfeiture is a potential penalty.
6. REMEDIES UPON DEFAULT. If an Event of Default occurs and is not fully cured
within any applicable cure period, at the option of any Holder, all or any part
of the Obligations and the obligations of the Guarantors under this Agreement
shall become immediately due and payable without notice or demand. In addition,
if an Event of Default occurs and is continuing, any Holder, at its option, may
immediately invoke any or all other remedies provided for in this Agreement, the
Notes, or any other instrument evidencing the Obligations, and any documents
securing or otherwise relating to this Agreement or the Obligations. All rights
and remedies are cumulative and not exclusive, and each Holder is entitled to
all remedies provided by law or equity, whether or not expressly set forth.
7. EFFECT OF BORROWER'S BANKRUPTCY. Each Guarantor understands and agrees that,
if bankruptcy, reorganization or receivership proceedings should at any time be
filed by or against Borrower, or upon the insolvency (however defined) of
Borrower, this Agreement shall remain in full force and effect, and the maturity
of the Loan and any other Obligations and each Guarantor's liability hereunder
may be accelerated, and all the aforesaid obligations of Borrower and Guarantors
may become immediately payable by either or both Guarantors. No invalidity,
irregularity, or unenforceability by reason of the Federal Bankruptcy Code, 11
U.S.C. 101 et seq., as amended from time to time, or any insolvency or other
similar law, or any law or order of any government or agency thereof purporting
to reduce, amend or otherwise affect, the Obligations, shall impair, affect, be
a defense to or claim against the obligations of Guarantors under this
Agreement. Any determination by final order of a court of competent jurisdiction
that any payment of principal or interest to Holder by any other guarantor,
surety, endorser or co-maker was a voidable preference or a fraudulent
conveyance under the bankruptcy or insolvency laws of the United States or
otherwise shall not extinguish any Guarantor's liability to Holder under this
Agreement, and Guarantor shall be liable to pay to any Holder any amounts which
such Holder may be required to disgorge because of the insolvency or bankruptcy
of Borrower or any other guarantors, surety, endorser, or co-maker of the
Obligations.
8. CONSENTS BY GUARANTOR. Guarantor consents and agrees that:
(a) To enforce the liability of Guarantor hereunder Holder shall NOT be
required to first:
(1) give any Guarantor any notice of Borrower's default;
(2) foreclose upon or resort to any mortgage, pledge or other
collateral held as security for the Loan or any other Obligation;
(3) attempt to enforce the liability of the Borrower or of any other
maker, surety, guarantor, endorser, or other third party who may be
primarily or secondarily liable for the Loan or any other Obligation;
or
(4) exhaust any other remedies it may have.
(b) Holders (or any of them) may, without notice to Guarantors and without
defeating or diminishing the liability of Guarantors hereunder, and on any
terms satisfactory to Holders, from time to time on one or more occasions,
without limitation:
(1) release in whole or in part any mortgage, pledge or other
collateral held as security for the Loan or other Obligations, or
accept substitutions of collateral therefor; or
(2) extend the maturity or modify the terms of the Loan or other
Obligations, or permit the substitution or the renewal or renewals
thereof, without limitation as to the number of renewals, extensions,
modifications or substitutions; or
(3) release, agree not to ▇▇▇, suspend the right to enforce its rights
as to Borrower or any third party who may at any time be liable as a
co-obligor, endorser, surety, accommodation maker, guarantor or
otherwise for the Loan or other Obligations, including the release of
any co-signer of this Agreement, without the permission of the other
signer(s); or
(4) enter into agreements for sale, repurchase and participations of
the Notes and Loan or other Obligations to any person in any amounts;
or
(5) assign all or any part of the Note or other Obligations or this
Agreement, in which event this Agreement shall inure to the benefit of
any such assignee with the same force and effect as though the
assignee was specifically named herein, provided, however that each
assignee shall be subject to the terms and provisions of the Notes,
other Obligations and this Agreement; or
(6) make any future advances to Borrower without limit as to the
amounts, numbers or terms of payment or interest rates of such
advances; or
(7) agree to any valuation of any collateral securing the Obligations
or this Agreement made in connection with any proceedings under the
U.S. Bankruptcy Code concerning Borrower or any Guarantor, without
regard to the amount of such valuation or any actual monies received
by any Holder from the sale of such collateral; or
(8) take or fail to take any action authorized or permitted to be
taken or that Holder is excused from taking by the Note, or any other
instrument evidencing, guaranteeing, securing or otherwise relating to
the Obligations, this Agreement, or any other obligations of Borrower
or Guarantors to the Holders.
9. WAIVERS. Each Guarantor waives presentment for payment, demand, protest,
notice of dishonor, notice of intent to accelerate, notice of acceleration,
notice of acceptance of this Agreement, notice of the assignment of this
Agreement or the Notes or other Obligations, and notice of action by any Holder
upon default in regard to the Obligations, and any right of set-off any
Guarantor may have against any Holder or any participating Holder. Each
Guarantor further waives the following rights: (i) all rights to
indemnification, reimbursement, contribution, or other rights at law or equity
to recover or seek recovery from Borrower or any insider, as that is defined in
11 U.S.C. ss.101(30) as amended, of the Borrower for any sums paid by any
Guarantor to any Holder(s) in full or partial satisfaction of Borrower's
Obligations or any Guarantor's obligations to any Holder under this Agreement;
(ii) all rights to be subrogated to the rights of any Holder against the
Borrower or any insider, as defined above, for any sums paid by any Guarantor to
any Holder in full or partial satisfaction of Borrower's Obligations or any
Guarantor's obligations to any Holder under this Agreement; (iii) all other
claims, cause of action, liens, rights of payment, rights of equitable remedy
for breach of performance if such breach gives rise to a right of payment
against Borrower or any insider as defined hereinabove, whether or not any of
foregoing is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured.
10. GUARANTY IRREVOCABLE. This Agreement constitutes a continuing guaranty of
the Obligations, cannot be revoked by the Guarantors, and will remain in full
force and effect until the Obligations are paid in full.
11. JOINT AND SEVERAL LIABILITY. Each Guarantor shall be jointly and severally
liable for the payment of the entire amount of the unpaid balance owing under
the Obligations, and no Holder shall, as a condition precedent to enforcing any
Guarantor's liability hereunder, be obligated to enforce payment from any other
guarantor. 12. CHANGES IN ORGANIZATION. No change in the corporate organization
or structure of Borrower shall discharge or otherwise affect any Guarantor's
liabilities hereunder.
13. NO CONDITIONS. The liability of Guarantor hereunder is not conditioned upon
the signing of this Agreement by any other person and is not subject to any
other condition not herein expressly set out.
14. ATTORNEYS' FEES AND COSTS. Each Guarantor agrees to pay the reasonable costs
incurred by each Holder to enforce and collect this Agreement, including, but
not limited to, reasonable paralegal fees, attorneys' fees, court costs and
other legal expenses.
15. LIENS AND RIGHTS OF SET-OFF. In addition to all liens upon, and rights of
set-off against the moneys, securities, and other property of the Guarantors
given to the Holders by law, each Holder shall have a lien upon and a right of
set-off against all moneys, securities, and other property of Guarantor now or
hereafter in the possession of any Holder, whether held in a general or special
account, or for safekeeping or otherwise, except as provided below; and every
such lien or right of set-off may be exercised without demand upon or notice to
any Guarantor, without regard to the existence or value of any collateral
securing the Obligations or this Agreement, and without regard to the number or
creditworthiness of any other persons who have agreed to pay the Obligations. If
any such money is also owned by some other person who has not guaranteed or
agreed to pay the Obligations, each Holder's right of set-off will extend to the
amount which could be withdrawn or paid directly to Guarantor on Guarantor's
request, endorsement or instruction alone. Where any Guarantor may obtain
payment from a Holder only with the endorsement or consent of someone who has
not guaranteed or agreed to pay the Obligations, each Holder's right of set-off
will extend to such Guarantor's interest in the obligation. A Holder's right of
set-off will not apply to an account or other obligation if it clearly appears
that a Guarantor's rights in the obligation are solely as a fiduciary for
another or to an account which, by its nature and applicable law, must be exempt
from the claims of creditors. Each Holder will not be liable for failure to
honor any instruction or request of any Guarantor when there are insufficient
funds in the account or other obligation to pay for such instruction or request
because of any Holder's exercise of its right of set-off. Each Guarantor agrees
to indemnify and hold Holder harmless from any person's claim arising as a
result of any Holder's exercise of such Holder's right of set-off and the cost
and expenses related thereto, including without limitation, reasonable
attorneys' fees and paralegal fees.
16. SUBORDINATION OF INDEBTEDNESS OF GUARANTOR.
(a) Any indebtedness of any Guarantor now or hereafter held by Borrower
is hereby subordinated to the guaranty obligations of the Guarantors to the
Holders under this Guaranty Agreement; and such indebtedness of any Guarantor to
Borrower shall not be paid by any Guarantor until all of the Obligations shall
have been paid and satisfied in full.
(b) The payment obligations of any Guarantor hereunder who is also a
guarantor of "Senior Debt" (as that term is defined in paragraph "19" of the
Notes) is/are hereby subordinated to the payment of such Senior Debt to the
extent and in the same manner as set forth in paragraph "19" of the Notes.
17. FINANCIAL STATEMENTS. Until the Obligations are satisfied in full, each
Guarantor shall furnish Holder upon any material change in financial or business
condition, upon Holder's request, and in the event of no request, at least
annually, a current financial statement of each Guarantor, which is certified by
each Guarantor and each Guarantor's accountant to be true and accurate, and each
Guarantor shall also provide to Holder a copy of its audited financial
statements, certified by its independent auditors, promptly upon the issuance of
such auditor's report.
18. TERMINATION OF GUARANTY. The obligations of the Guarantors under this
Agreement shall continue in full force and effect until 120 days after the
Obligations have been paid or satisfied in full, provided however, that this
Agreement shall continue to be effective or shall be reinstated, as the case may
be, if at any time payment or other satisfaction of any of the Obligations is
rescinded or must otherwise be restored or refunded upon the insolvency or
reorganization of Borrower, or otherwise, as though such payment had not been
made or such other satisfaction had not occurred.
19. GENERAL PROVISIONS.
(a) TIME OF THE ESSENCE. Time is of the essence in each Guarantor's
performance of all duties and obligations imposed by this Agreement.
(b) NO WAIVER BY HOLDER. Holder's course of dealing, forbearance, or
delay in, the exercise of any Holder's rights, remedies, privileges, or right to
insist upon each Guarantor's strict performance of any provisions contained in
this Agreement or Borrower's strict performance of Borrower's obligations, shall
not be construed as a waiver by any Holder, unless any such waiver is in writing
and signed by such Holder (and then only to the extent of such Holder(s) who
actually so signed).
(c) AMENDMENT. The terms and provisions of this Agreement may not be
waived, altered, modified or amended, except by a writing duly signed by an
authorized agent of each Holder and by each Guarantor.
(d) GOVERNING LAW. This Agreement shall be governed by the internal laws of
the State of Georgia, to the extent that such laws are not preempted by federal
laws and regulations.
(e) FORUM AND VENUE. In the event of litigation pertaining to this
Agreement, the exclusive forum, venue, and place of jurisdiction shall be in the
State of Georgia.
(f) SUCCESSORS. This Agreement shall inure to the benefit of and bind the
heirs, personal representatives, successors, and assigns of the parties. The
term "Holder" shall specifically include any transferee or assignee of any
Holder or any other holder of the Obligations. The term "Guarantor" shall
specifically include any successors of any Guarantor.
(g) NUMBER AND GENDER. Whenever used, the singular shall include the
plural, the plural the singular, and the use of any gender shall be applicable
to all genders.
(h) PARAGRAPH HEADINGS. The headings at the beginning of each paragraph and
each subparagraph in this Agreement are for convenience only and shall not be
dispositive in interpreting or construing this Agreement or any part thereof.
(i) SEVERABILITY. If any provision of this Agreement shall be ruled
unenforceable or void by a court of law having jurisdiction over the parties and
subject matter, then such provision shall be deemed severable from the remaining
provisions and shall in no way affect the enforceability of the remaining
provisions nor the validity of this Agreement.
(j) ENTIRE AGREEMENT. This Agreement and the Loan Documents as defined in
the Notes contain all the terms of the agreement between the Holders and the
Guarantors, and no earlier statement has any force or effect.
20. RECEIPT OF COPY. By signing this Agreement, each Guarantor acknowledges
that such Guarantor has read the Agreement prior to execution and that a copy
(copies) of this Agreement was delivered and received by each Guarantor.
(Seal) FIRST CHOICE AUTO FINANCE, INC., Guarantor
Attest: By:_______________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Assistant Secretary
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(Title)
(Seal) SC HOLDINGS, INC., Guarantor
Attest: By:_______________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Assistant Secretary
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(Title)