Exhibit
10.32


 


GUARANTY


 


THIS
GUARANTY (this “Guaranty”), effective as of February 15, 2000, is executed and
delivered by ACE Capital Re Bermuda Ltd., an insurance company registered and
licensed under the laws of the Islands of Bermuda (the “Parent”), for the
benefit of Capital Mortgage Reinsurance Company, a New York domiciled insurance
company (the “Subsidiary”).


 


W I T N E S S E T H


 


WHEREAS, the Parent is the
parent of the Subsidiary;


 


WHEREAS, to further support the claims paying
resources of Subsidiary, Parent has agreed to guaranty the payment obligations
of Subsidiary; and


 


WHEREAS, the corporate interests of Parent will be
benefited by entering into this guaranty.


 


NOW, THEREFORE, in consideration of the foregoing
and for other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


Section 1.  Guaranty.  Parent unconditionally and irrevocably
guarantees to Subsidiary that during the term of this Guaranty it will, on
demand by Subsidiary, make funds available to Subsidiary for the full and
complete payment when due of all payment obligations of Subsidiary (the
“Guaranteed Obligations”) to the extent Subsidiary is unable to satisfy those
obligations.


 


This Guaranty is issued by Parent for the benefit of
the holders of the Guaranteed Obligations (the “Holders”) and the Holders are
hereby made third-party beneficiaries and may directly claim upon and enforce
the obligations of Parent hereunder as provided herein.


 


Section 2.  Obligation
Unconditional.  The obligations of
Parent under this Guaranty are irrevocable and unconditional to the fullest
extent permitted by applicable law, irrespective of any other circumstance
whatsoever which might otherwise constitute a legal or equitable discharge of a
surety or guarantor, including fraud in the inducement or fact; the intent of
this Guaranty being that the obligations of Parent hereunder shall be absolute
and unconditional under all circumstances and shall not be discharged except by
payment as provided for herein. Parent hereby expressly waives diligence,
presentment, notice of acceptance and any requirement that Subsidiary exhaust
any right, remedy or proceed against any obligor.


 


Section 3.  Preferential
Payments.  The guaranty provided
under Section 1 shall include the full and complete payment of the amount of
any claim on any Guaranteed Obligation paid by Subsidiary which is subsequently
voided in whole or in part as a preferential


 

















 


payment under
applicable law, including proceedings in bankruptcy, insolvency, reorganization
or other similar laws affecting creditor’s rights generally.


 


Section 4.  Subrogation.  Parent hereby unconditionally agrees that
until the payment and satisfaction in full of all payments guaranteed hereby,
it shall not exercise any right or remedy arising by reason of any performance
by it of this Guaranty, whether by subrogation or otherwise, against
Subsidiary.


 


Section 5. 
No Waiver.  No failure on
the part of Subsidiary to exercise, no delay in exercising, and no course of
dealing with respect to, any right or remedy hereunder will operate as a waiver
thereof, nor will any single or partial exercise of any right or remedy
hereunder preclude any other further exercise thereof or the exercise of any
other right or remedy.


 


Section 6. 
Continuing Effect; Assignment. 
This Guaranty is a continuing guarantee that: (i) shall be binding upon
Parent, its successors and assigns, and (ii) shall inure to the benefit of, and
be enforceable by, the Holders, their successors and assigns, to the extent of
claims on Guaranteed Obligations which are not satisfied by Subsidiary.


 


Section 7. 
Amendment, Modification or Termination.  This Guaranty may not be amended, modified or terminated except
upon six (6) month prior notice, in writing, given by Parent to Subsidiary,
with a copy of such notice simultaneously delivered to Standard & Poor’s
Corporation and Duff & Phelps Credit Rating Co., and provided further that
such proposed amendment, modification or termination shall only become effective
if both the financial strength rating assigned to Subsidiary by Standard &
Poor’s Corporation and the claims paying ability rating assigned to Subsidiary
by Duff & Phelps Credit Rating Co. after such termination, amendment or
modification is not lower than such rating assigned immediately prior to the
proposed amendment, modification or termination.


 


Section 8. 
Governing Law.  This
Guaranty shall be governed by and construed in accordance with the laws of the
State of New York.


 


IN WITNESS WHEREOF, Parent has duly executed
and delivered this Guaranty as of the day and year first above written.


 


ACE CAPITAL RE BERMUDA LTD.


 


 


	
  By:
  

  	
  Rebecca
  L Carne

  	
   

  	
   

  
	
  Title:

  	
  Asst. Sec.