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EXHIBIT 10.35
[WESTERN FINANCIAL BANK LOGO]
CLEAN, IRREVOCABLE AND UNCONDITIONAL
STANDBY LETTER OF CREDIT NO. 03-006
DATE: May
30, 2003
BENEFICIARY:
APPLICANT:
Travelers
Casualty and Surety Company of America, WFS
Financial, Inc.
for
itself, and on behalf of its affiliates and
23 Pasteur
subsidiaries
Irvine, CA 92618
One Tower
Square, H.O. Bond, 15 CZ
Hartford,
CT 06183
Attention:
Collateral processing, National Resources
H.O.Bond.15 CZ (Branch:____________Code:___________
AMOUNT:
$776,000.00 U.S.D.
Seven
Hundred Seventy Six Thousand and 00/100 U.S. Dollars
EXPIRY
DATE: May 28, 2004
PARTIAL DRAWING(S): Permitted
EXPIRY
PLACE: Western Financial Bank's Counter located in the
Commercial
Banking
Group, 15750 Alton Parkway, Irvine, CA 92618
We hereby
establish this CLEAN, IRREVOCABLE AND UNCONDITIONAL LETTER OF
CREDIT
("Letter of Credit") in your favor as Beneficiaries (referred
to
herein as
"you" or "your") and authorize you to draw on us up to the
aggregate
amount of SEVEN HUNDRED SEVENTY SIX THOUSAND AND 00/100 UNITED
STATES
DOLLARS ($776,000.00) effective immediately. After this Letter
of
Credit has
been issued, it cannot be revoked, amended or reduced without
your written
acknowledgment and consent.
The term
"Beneficiaries" includes any successor by operation of law of
the
named
Beneficiaries including, without limitation, any liquidator,
rehabilitator, receiver or conservator.
We hereby
undertake to fully and promptly honor each of your sight drafts
drawn on
us under this Letter of Credit, for all or any part of this
Letter of
Credit, if presented to us at the expiry place referenced above
on or
before the close of business on the expiry date referenced above
or
any
automatically extended expiry date. If you so choose, you will be
able
to draw on
th
