EXHIBIT 10.22
PERFORMANCE GUARANTY
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THIS PERFORMANCE GUARANTY, dated as of July 10, 2008 (as amended,
modified or supplemented from time to time in accordance with its terms, this
"GUARANTY"), is issued by CONSUMER PORTFOLIO SERVICES INC., a California
corporation (together with its successors and permitted assigns, the
"GUARANTOR"), for the benefit the Note Purchaser (as defined below), the
Administrative Agent (as defined below) and the Noteholder (as defined below)
(the Noteholder, Note Purchaser, the Administrative Agent and their successors
and permitted assigns, the "BENEFICIARIES").
PRELIMINARY STATEMENTS:
WHEREAS, the Note Purchaser has previously purchased the Class
A-1 Notes and the Class A-2 Notes from Folio Funding II, LLC, a Delaware limited
liability company (the "ISSUER");
WHEREAS, as a condition precedent to the effectiveness of the
Amended and Restated Documents, and subject to certain conditions contained
herein, the Guarantor will guarantee the performance of the Issuer of its
obligations under the Amended and Restated Documents;
WHEREAS, the Issuer is a direct subsidiary of the Guarantor;
WHEREAS, the Guarantor will obtain substantial direct and
indirect benefit from the transactions to be effected under the Amended and
Restated Documents, and is willing to provide this Guaranty on the terms and
conditions set forth herein; and
WHEREAS, each of the Beneficiaries have entered into the
Amended and Restated Documents in reliance upon the benefits of this Guaranty.
NOW, THEREFORE, in consideration of the premises and other
consideration, the receipt and sufficiency of which is hereby acknowledged by
the Guarantor, the Guarantor hereby agrees as follows:
SECTION 1. Definitions. Capitalized terms used in this Guaranty and not
otherwise defined herein have the meanings assigned to them in ANNEX A to the
Note Purchase Agreement (as defined below). Whenever used in this Guaranty, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:
ADMINISTRATIVE AGENT: Citigroup Financial Products Inc.
AMENDED AND RESTATED DOCUMENTS: The Basic Documents other than
this Guaranty and the Warrants.
LIEN: Any security interest, lien (statutory or other),
charge, pledge, equity, mortgage, hypothecation, assignment for security or
encumbrance of any kind or nature whatsoever.
NOTEHOLDER: Citigroup Financial Products Inc., in its capacity
as holder of the Class A-1 Notes and the Class A-2 Notes.
NOTE PURCHASE AGREEMENT: Amended and Restated Note Purchase
Agreement, dated as of July 10, 2008 among the Issuer, the Guarantor as Seller,
the Note Purchaser and the Administrative Agent.
NOTE PURCHASER: Citigroup Financial Products Inc.
SECTION 2. GUARANTY. The Guarantor hereby irrevocably, absolutely and
unconditionally guarantees, as primary obligor, and not merely as surety or
guarantor of collection, to the Beneficiaries the full and timely performance
of, and compliance with each and every duty, covenant, undertaking, indemnity,
agreement and obligation of, the Issuer (the "GUARANTEED PARTY") under each of
the Amended and Restated Documents (all of such duties, covenants, undertakings,
indemnities, agreements and obligations being hereinafter collectively called
the "GUARANTEED LIABILITIES") if, and only if, the Issuer or CPS fails to
properly perform any duty, covenant, undertaking, agreement or obligation with
respect to the Collateral contained in the Amended and Restated Documents,
including, without limitation, duties, covenants, undertakings, agreements or
obligations relating to the maintenance and preservation of the Collateral and
the Beneficiaries' rights with respect to such Collateral and such failure
continues for fifteen (15) Business Days, or such shorter applicable cure period
as set forth in the Amended and Restated Documents; PROVIDED, HOWEVER, that
Guarantor shall be entitled to assert any defense to performance as if it were
the Guaranteed Party under the Amended and Restated Documents. For clarification
purposes and the avoidance of doubt, the foregoing guaranty shall not be a
guaranty of the Issuer's payment obligations if (a) the Collateral securing the
Issuer Secured Obligations does not produce sufficient cash flow or have
sufficient market value to satisfy the Issuer Secured Obligations and (b) the
Guarantor and the Issuer have at all times properly performed each and every
duty, covenant, undertaking, agreement and obligation with respect to the
Collateral contained in the Amended and Restated Documents, including, without
limitation, all duties, covenants, undertakings, agreements and obligations
relating to the maintenance and preservation of the Collateral and the
Beneficiaries' rights with respect to such Collateral. In addition to, and
without limitation of the foregoing, each of the Guarantor, the Guaranteed Party
and the Beneficiaries expressly agree that any breach or threatened breach of
any Guaranteed Liability will cause irreparable harm to the Beneficiaries and
the Beneficiaries shall be entitled, in addition to any other rights or remedies
provided hereunder or otherwise by law or in equity, to injunctive relief, any
application for which neither the Guarantor nor the Guaranteed Party shall
oppose. The Guarantor further agrees to pay all reasonable costs and expenses
(including reasonable attorneys' fees and legal expenses) paid or incurred by
any Beneficiary in endeavoring to obtain the performance by the Guaranteed Party
of the Guaranteed Liabilities, or any part thereof, and in enforcing this
Guaranty.
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SECTION 3. CONTINUING GUARANTY; TERM OF AGREEMENT. This Guaranty shall
in all respects be a continuing, absolute and unconditional guaranty, and shall
terminate upon performance in full of (i) all of the Guaranteed Liabilities and
(ii) any and all reasonable expenses paid or incurred by the Beneficiaries in
endeavoring to collect the Guaranteed Liabilities and in enforcing this
Guaranty. All of the agreements and obligations under this Guaranty shall remain
in full force and effect until all such obligations shall have been performed in
full and all reasonable expenses shall have been paid in full.
SECTION 4. RESCISSION. The Guarantor further agrees that, if at any
time all or any part of any payment theretofore applied by any Beneficiary to
any of the Guaranteed Liabilities is or must be rescinded or returned by such
Beneficiary for any reason whatsoever, such Guaranteed Liabilities shall, for
the purposes of this Guaranty, to the extent that such payment is or must be
rescinded or returned, be deemed to have continued in existence, notwithstanding
such application by such Beneficiary, and this Guaranty shall continue to be
effective or be reinstated, as the case may be, as to such Guaranteed
Liabilities, all as though such application by such Beneficiary had not been
made.
SECTION 5. SUBROGATION. If the Guarantor shall perform any obligation
due in respect of any of the Amended and Restated Documents pursuant to this
Guaranty, the Guarantor shall, to the extent permitted under applicable law, be
subrogated to the rights of the Beneficiaries in respect of which such
performance was made. The Guarantor will not exercise any rights which it may
acquire by way of subrogation under this Guaranty until the Amended and Restated
Documents shall have been performed. If any amount shall be paid to the
Guarantor on account of such subrogation rights at any time when all of the
Guaranteed Liabilities shall not have been performed, such amount shall be held
in trust for the benefit of each Beneficiary and shall forthwith be paid to each
Beneficiary to be credited and applied against the satisfaction of such
obligations in accordance with the terms of the Amended and Restated Documents.
SECTION 6. WAIVER; WAIVER OF DEFENSES. The Guarantor hereby expressly
waives: (i) notice of each Beneficiary's acceptance of this Guaranty; (ii)
notice of the existence or creation or nonperformance of all or any of the
Guaranteed Liabilities; (iii) presentment, demand, demand for payment, notice of
dishonor, notice of default or nonperformance, protest, and all other notices
whatsoever (provided that nothing contained in this clause (iii) shall affect
any obligations to give notice or make demand as set forth in the Amended and
Restated Documents); and (iv) all diligence in collection or protection of or
realization upon the Guaranteed Liabilities or any thereof, any obligation
hereunder, or any security for or guaranty of any of the foregoing. To the
fullest extent permitted by applicable law, the Guarantor agrees not to assert,
and hereby waives for the benefit of each Beneficiary, all rights (whether by
counterclaim, setoff or otherwise) and defenses (including, without limitation,
the defense of fraud or fraud in the inducement), whether acquired by
subrogation, assignment or otherwise, to the extent that such rights and
defenses may be available to the Guarantor to avoid performance of its
obligations under this Guaranty in accordance with the express provisions of
this Guaranty; PROVIDED that the Guarantor shall be entitled to assert as a
defense to performance hereunder any defense to performance available as if it
were the Guaranteed Party under the respective Amended and Restated Document.
SECTION 7. UNCONDITIONAL NATURE OF GUARANTY. This Guaranty shall
constitute a guaranty of performance and not of collection, and the Guarantor
specifically agrees that it shall not be necessary, and that the Guarantor shall
not be entitled to require, before or as a condition of enforcing the liability
of the Guarantor under this Guaranty or requiring performance of the Guaranteed
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Liabilities by the Guarantor hereunder, or at any time thereafter, that any
Person: (i) file suit or proceed to obtain or assert a claim for personal
judgment against the Guaranteed Party or any other Person that may be liable for
any Guaranteed Liabilities; (ii) make any other effort to obtain performance of
any Guaranteed Liabilities from the Guaranteed Party or any other Person that
may be liable for such Guaranteed Liabilities; (iii) foreclose against or seek
to realize upon any security now or hereafter existing for such Guaranteed
Liabilities; (iv) exercise or assert any other right or remedy to which such
Person is or may be entitled in connection with any Guaranteed Liabilities or
any security or other guaranty therefor; or (v) assert or file any claim against
the assets of the Guaranteed Party or any other Person liable for any Guaranteed
Liabilities. Notwithstanding anything herein to the contrary, no provision of
this Guaranty shall require the Guarantor to perform, observe or discharge any
Guaranteed Liabilities prior to the time such Guaranteed Liabilities are due.
Each Beneficiary may in all events pursue its rights under this Guaranty prior
to or simultaneously with pursuing its various rights referred to in the Amended
and Restated Documents, as such Beneficiary may determine. No action of any
Beneficiary permitted hereunder shall in any way affect or impair such
Beneficiary's rights or the Guarantor's obligations under this Guaranty. The
obligations of the Guarantor shall be continuing and irrevocable, absolute and
unconditional, primary, original and immediate and not contingent, irrespective
of:
(i) any lack of validity, enforceability, avoidance,
subordination, discharge, or disaffirmance by any Person (including a
trustee in bankruptcy) of any of the Guaranteed Liabilities under any
of the Amended and Restated Documents or any provision thereof;
(ii) any waiver, consent, extension, forbearance or granting
of any indulgence or any delay or lack of diligence on the part of any
Beneficiary to enforce, assert or exercise any right, power, privilege
or remedy conferred on such Beneficiary in any of the Amended and
Restated Documents or this Guaranty;
(iii) any change in the time, manner or place of performance
or of payment, or in any other term of, all or any of the Guaranteed
Liabilities, or any other modification, supplement, amendment or waiver
of or any consent to departure from the terms and conditions of any of
the Amended and Restated Documents;
(iv) any taking, exchange, release or non-perfection of any
collateral or security (including, without limitation, the failure by
any Beneficiary to take any steps to perfect and maintain perfected its
respective interest in any contract or property acquired by or on
behalf of such parties from the Guaranteed Party or any security or
collateral related to the Guaranteed Party), or any taking, release or
amendment or waiver of or consent to departure from any other guaranty,
for all or any of the Guaranteed Liabilities or the acceptance of any
security therefor;
(v) any Lien upon or a security interest that any Beneficiary
may obtain in any property to secure any of the Guaranteed Liabilities
or any obligation hereunder;
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(vi) any bankruptcy, suspension of payments, insolvency, sale
of assets, winding-up, dissolution, liquidation, receivership or
reorganization of, or similar proceedings involving, the Guaranteed
Party or its assets or any resulting release or discharge of any of the
Guaranteed Liabilities;
(vii) the recovery of any judgment against any Person or any
action to enforce the same;
(viii) the application by any Beneficiary (in such order as
such Beneficiary shall determine, in its sole discretion) of the
payments it receives from the Guarantor with respect to any Guaranteed
Liabilities;
(ix) any set-off, counterclaim, deduction, defense, abatement,
suspension, deferment, diminution, recoupment, limitation or
termination available with respect to any Guaranteed Liabilities and,
to the extent permitted by applicable law, irrespective of any other
circumstances that might otherwise limit recourse by or against the
Guarantor or any other Person;
(x) the obtaining, the amendment or the release of or consent
to any departure from the primary or secondary obligation of any other
Person, in addition to the Guarantor, with respect to any Guaranteed
Liabilities;
(xi) any full or partial release of compromise or settlement
with, or agreement not to xxx, the Guaranteed Party or any guarantor or
other person liable in respect of any Guaranteed Liabilities;
(xii) any manner of application of collateral, or proceeds
thereof, to all or any of the Guaranteed Liabilities, or any manner of
sale or other disposition of any collateral for all or any of the
Guaranteed Liabilities or any other assets of the Guaranteed Party or
any of its subsidiaries, or any furnishing or acceptance of additional
collateral or any release of any existing securities;
(xiii) any change in control or the ownership of each
Guaranteed Party, any change, merger, demerger, consolidation,
restructuring or termination of the corporate structure or existence of
the Guaranteed Party or its subsidiaries;
(xiv) to the fullest extent permitted by applicable Law, any
other circumstance which might otherwise constitute a defense available
to, or a discharge of, a guarantor or surety with respect to any
Guaranteed Liabilities; PROVIDED that the Guarantor shall be entitled
to assert as a defense to performance hereunder any defense to
performance available as if it were the Guaranteed Party under the
Amended and Restated Documents;
(xv) any default, failure or delay, whether as a result of
actual or alleged force majeure, commercial impracticability or
otherwise, in the performance of the Guaranteed Liabilities, or by any
other act or circumstances which may or might in any manner or to any
extent vary the risk of the Guarantor, or which would otherwise operate
as a discharge of the Guarantor;
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(xvi) the existence of any other obligation of the Guarantor,
or any limitation thereof, in any of the Amended and Restated
Documents, or any legal or equitable discharge or defense of the
Guarantor;
(xvii) any regulatory change or other governmental action
(whether or not adverse) or other change in applicable law; or
(xviii) the partial performance of the Guaranteed Liabilities
(whether as a result of the exercise of any right, remedy, power or
privilege or otherwise) or the invalidity of any performance for any
reason whatsoever.
This Guaranty shall continue to be effective or be automatically
reinstated, as the case may be, if at any time any performance, or any part
thereof, of any of the Guaranteed Liabilities is rescinded or must otherwise be
restored or returned by any Beneficiary for any reason whatsoever, whether upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Guaranteed Party or otherwise, all as though such payment had not been made.
SECTION 8. INFORMATION. The Guarantor has and will continue to have
independent means of obtaining information concerning the Guaranteed Party's
affairs, financial condition and business. No Beneficiary shall have any duty or
responsibility to provide the Guarantor with any credit or other information
concerning the Guaranteed Party's affairs, financial condition or business which
may come into such Beneficiary's possession.
SECTION 9. REPRESENTATIONS AND WARRANTIES. Guarantor represents and
warrants as follows:
(a) ORGANIZATION AND GOOD STANDING. It has been duly organized
and is validly existing as a corporation in good standing under the laws of its
state of incorporation or formation, with corporate power and authority to own
its properties and to conduct its business as such properties are presently
owned and such business is presently conducted.
(b) DUE QUALIFICATION. It is duly licensed, qualified and
authorized to do business and is in good standing in each jurisdiction where the
ownership, leasing or operation of its property or the conduct of its business
requires such license or qualification, except where the failure to be so
qualified would not materially adversely affect its ability to perform its
obligations hereunder or render this Guaranty unenforceable.
(c) POWER AND AUTHORITY; DUE AUTHORIZATION. It has (i) all
necessary power, authority and legal right to execute, deliver and perform its
obligations under this Guaranty and (ii) duly authorized by all necessary
corporate action such execution, delivery and performance of this Guaranty.
(d) BINDING OBLIGATIONS. This Guaranty constitutes the legal,
valid and binding obligation of Guarantor, enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and by general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
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(e) NO VIOLATION. The execution, delivery and performance of
this Guaranty will not (i) conflict with, or result in any breach of any of the
terms and provisions of, or constitute (with or without notice or lapse of time
or both) a default under (A) the certificate of incorporation or by-laws of the
Guarantor or (B) any indenture, lease, loan agreement, receivables purchase
agreement, mortgage, deed of trust, or other agreement or instrument to which
Guarantor is a party or by which it or its property is bound, (ii) result in or
require the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, lease, loan agreement, receivables
purchase agreement, mortgage, deed of trust, or other agreement or instrument or
(iii) violate any law, order, rule or regulation applicable to Guarantor of any
court or of any federal, state or foreign regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Guarantor or
any of its properties, except in the case of clauses (i)(B), (ii) and (iii)
above, for such conflicts, breaches, defaults or violations, or the creation or
imposition of such Liens, which would not materially adversely affect its
ability to perform its obligations hereunder or render this Guaranty
unenforceable.
(f) SOLVENCY. The execution, delivery and performance by the
Guarantor of this Guaranty will not render the Guarantor insolvent, nor is it
being made in contemplation of the Guarantor's insolvency; the Guarantor does
not, in its reasonable judgment, have unreasonably small capital for conducting
its business as presently contemplated by it.
SECTION 10. SUCCESSORS AND ASSIGNS; AMENDMENT. (a) This Guaranty shall
be binding upon the Guarantor and upon the Guarantor's successors and permitted
assigns and all references herein to Guarantor shall be deemed to include any
successor or successors whether immediate or remote, to such Person. The
Guarantor shall not assign or delegate any of its obligations hereunder without
the prior written consent of each Beneficiary in each instance.
(a) This Guaranty shall inure to the benefit of each
Beneficiary and its respective successors and permitted assigns and all
references herein to such Beneficiary shall be deemed to include any successors
and permitted assigns of such Beneficiary (whether or not reference in a
particular provision is made to such successors and assigns). No Beneficiary may
assign any of its rights hereunder without the prior written consent of the
Guarantor; PROVIDED, HOWEVER, that each Beneficiary may assign its rights
hereunder without the Guarantor's prior written consent to any Person to which
it has properly assigned its rights under the applicable Amended and Restated
Documents.
(b) No amendment or waiver of any provision of this Guaranty,
and no consent to any departure by the Guarantor herefrom, shall in any event be
effective unless the same shall be in writing and signed by the Guarantor and
each Beneficiary and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
SECTION 11. GOVERNING LAW. THIS GUARANTY SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT
OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. Wherever possible each
provision of this Guaranty shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Guaranty
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shall be prohibited by or invalid under such law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Guaranty.
SECTION 12. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. Each
Beneficiary may enforce any claim arising out of this Guaranty in any state or
federal court having subject matter jurisdiction and located in New York, New
York and with respect to any such claim, the Guarantor hereby irrevocably
submits to the jurisdiction of such courts. The Guarantor irrevocably consents
to the service of process out of said courts by mailing a copy thereof, by
registered mail, postage prepaid, to the Guarantor at its address specified in
Section 13 hereof, and agrees that such service, to the fullest extent permitted
by law, (i) shall be deemed in every respect effective service of process upon
it in any such suit, action or proceeding and (ii) shall be taken and held to be
valid personal service upon and personal delivery to it. Nothing herein
contained shall preclude any Beneficiary from bringing an action or proceeding
in respect hereof in any other country, state or place having jurisdiction over
such action. The Guarantor irrevocably waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have to the laying of the
venue of any such suit, action or proceeding brought in such a court located in
New York, New York and any claim that any such suit, action or proceeding
brought in such court has been brought in an inconvenient forum. THE GUARANTOR
HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY OR UNDER ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN
CONNECTION WITH THIS GUARANTY, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
SECTION 13. SET-OFF. The obligations of the Guarantor hereunder are
absolute and unconditional and the Guarantor expressly waives any and all rights
of set-off, abatement, diminution or deduction that the Guarantor may otherwise
at any time have under applicable law. In addition to any rights now or
hereafter granted under applicable law and not by way of limitation of such
rights, during the continuance of any Event of Default under the Indenture:
(i) each Beneficiary is hereby authorized at any time and from
time to time, without notice to the Guarantor, such notice being hereby
expressly waived, to set-off any obligation owing by such Beneficiary or any of
its Affiliates to the Guarantor, or against any funds or other property of the
Guarantor, held by or otherwise in the possession of such Beneficiary or any of
its Affiliates, the obligations of the Guarantor to each Beneficiary under this
Guaranty and irrespective of whether or not the Guarantor shall have made any
demand hereunder or thereunder;
(ii) each Beneficiary is hereby authorized at any time and
from time to time, without notice to the Guarantor, such notice being hereby
expressly waived, to set-off (a) any obligation owing by such Beneficiary or any
of its Affiliates to the Guarantor or (b) against any funds or other property of
the Guarantor held by or otherwise in the possession of such Beneficiary or any
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of its Affiliates, in each case, the respective obligations of the Guarantor to
each Beneficiary under this Guaranty and irrespective of whether or not the such
Beneficiary shall have made any demand hereunder or thereunder; and
(iii) without limitation of the foregoing, each Beneficiary
and any Affiliate of such Beneficiary is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other Indebtedness at any time owing by such Beneficiary or
any of their respective Affiliates to or for the credit or the account of the
Guarantor against any and all of the obligations now or hereafter existing
whether or not such Beneficiary shall have made any demand under this Guaranty
and even though such obligations may be unmatured. Each Beneficiary agrees
promptly to notify the Guarantor after any such set-off and application made by
such Beneficiary; PROVIDED, HOWEVER, that the failure to give such notice shall
not affect the validity of such set-off and application.
The rights of any of the Beneficiaries under this
SECTION 13 are in addition to the other rights and remedies (including
other rights of set-off) that any of the Beneficiaries may have.
SECTION 14. NOTICES. All notices, demands or requests given pursuant to
this Guaranty shall be in writing, sent by overnight courier service, by hand
delivery or by email to the following addresses:
To Guarantor: Consumer Portfolio Services, Inc.
00000 Xxxxxx Xxxxxx Xxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
Telephone: (000) 000-0000
Email: xxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx
To Citi: Citigroup Financial Products
Inc.,
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxxxxxx, Managing Director
Telephone: (000) 000-0000
Email: xxx.xxxxxxxxx@xxxx.xxx
Notice shall be effective and deemed received (a) upon receipt of
telephonic or written confirmation of receipt of such email, if transmitted by
email, or (b) when delivered, if delivered by hand or overnight courier service.
[SIGNATURE PAGE FOLLOWS]
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GUARANTY
IN WITNESS WHEREOF, this Guaranty has been executed and
delivered by Guarantor's duly authorized officer as of the date first written
above.
CONSUMER PORTFOLIO SERVICES INC.
By:___________________________
Name:
Title:
Accepted and Agreed:
CITIGROUP FINANCIAL PRODUCTS INC.,
as Holder of the Class A-1 Notes and the Class A-2 Notes,
as Note Purchaser and as Administrative Agent
By:___________________________
Name:
Title:
FOLIO FUNDING II, LLC, as Issuer and Guaranteed Party
By:___________________________
Name:
Title:
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