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EXHIBIT 10.7
PENSON FINANCIAL SERVICES, INC.
A DIVISION OF SERVICE ASSET MANAGEMENT COMPANY
STOCK LOAN GUARANTEE AGREEMENT
This agreement is entered into by Service Asset Management Company, a North
Carolina Corporation ("Guarantor") and Penson Financial Services, Inc., a
division of Service Asset Management Company ("Penson") in favor of Goldman
Sachs ("GS")
WHEREAS, GS and Penson will be entering into various stock loan arrangements
with one another in connection with Penson's capacity as a clearing
broker/dealer. Guarantor is a registered broker dealer and Penson is an
unincorporated division of Guarantor.
WHEREAS, Guarantor agrees to guarantee all of the obligations and performance of
Penson which may be incurred pursuant to the various stock loan arrangements
between GS and Penson.
NOW, THEREFORE, in consideration of GS and Penson entering into the various
stock loan arrangements, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Guarantor agrees as
follows:
1. GUARANTEE. Guarantor does hereby guarantee the obligations of Penson
under the provisions of any credit and/or financial agreements between
GS and Penson, including but not limited to the stock loan arrangements
referred to herein. The obligations of Guarantor shall not be
discharged, impaired, or otherwise affected by the failure of GS to
assert, claim, demand, or enforce any remedy under any agreements
between GS and Penson, nor by any waiver, modification, or amendment of
any such agreements or this Agreement or any compromise, settlement or
discharge of obligations of GS.
The obligations of Guarantor hereunder are those of primary obligor,
and not merely as surety, and are independent of the guaranteed
obligations or any part thereof, including, without limitation any
provisions of law requiring GS to exhaust any right or remedy or to
take any action against Penson, any other guarantor or any other
person, entity or property before enforcing this Guaranty against
Guarantor.
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2. TERM. This Agreement shall continue in effect as long as any
obligations to GS under any agreements between GS and Penson remain
outstanding.
EXECUTED this 14th day of December, 1999.
SERVICE ASSET MANAGEMENT COMPANY PENSON FINANCIAL SERVICE, INC.
By: By:
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Signature Signature
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Printed Name Printed Name
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Title or position Title or position
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