Exhibit 1.2
September 26, 1997
Xxxxxx Xxxxxxx & Co. Incorporated
Prudential Securities Incorporated
c/o Morgan Xxxxxxx & Co. Incorporated
as Representative of the Underwriters
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This Guaranty is made by EquiVantage Inc., a Delaware corporation with
its principal office at 00000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000 ("EquiVantage"), in favor of Xxxxxx Xxxxxxx & Co. Incorporated, in its
capacity as Representative of the Underwriters (the "Representative") in
connection with the underwriting of the Offered Certificates (as defined in
the Underwriting Agreement), with its principal office at 0000 Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000.
As an inducement to the Representative and in consideration of
EquiVantage Acceptance Corp. (the "Company") entering into the Underwriting
Agreement referred to below, EquiVantage Inc. hereby absolutely,
unconditionally and irrevocably guarantees the prompt performance of the
obligations, including any payment obligations, of the Company, a Delaware
corporation with its principal office at 00000 Xxxxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000, under Section VII of the Underwriting Agreement, dated
September 19, 1997, between the Company and the Representative. This
Guaranty is a guaranty of performance and payment and not of collection. The
obligations of EquiVantage Inc. hereunder shall not be impaired by failure of
Company to provide notice to EquiVantage Inc. of any modification or
amendment of said contract agreed to by the parties thereto. This Guaranty
shall exist notwithstanding the validity or enforceability of any instrument
evidencing any such obligations by reason of the dissolution, liquidation,
reorganization of the Company, or the commencement against the Company of a
case in bankruptcy or any other law affecting creditors' rights generally or
the seeking of a trustee, receiver, liquidator, custodian or other similar
official. EquiVantage Inc. hereby waives any requirement that the
Representative shall take legal action against the Company before enforcing
this Guaranty. This Guaranty may be amended only by an instrument in writing
executed by the undersigned and accepted in writing by the Representative.
This Guaranty shall be governed by the laws of the State of New York
applicable to agreements made and to be performed in the State of New York
without giving effect to the conflict of law rules thereof.
IN WITNESS WHEREOF, EquiVantage Inc. has caused this Guaranty to be
executed by duly authorized corporate officers the day and year first above
written.
EQUIVANTAGE INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
ACCEPTED this 26th day of September, 1997
XXXXXX XXXXXXX & CO. INCORPORATED
Acting on its own behalf and as
Representative of the Underwriters
referred to in the Underwriting Agreement
By: /s/ Xxxxx X. Xxxxx
---------------------
Name: Xxxxx X. Xxxxx
Title: Principal
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