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Exhibit
10.3
CONTINUING
GUARANTY
DEER VALLEY
CORPORATION
THIS CONTINUING GUARANTY SUPERSEDES ITS
ENTIRETY THAT CERTAIN CONTINUING GUARANTY DATED APRIL 12, 2006, AS
AMENDED BY RESTATED CONTINUING GUARANTY DATED EFFECTIVE APRIL 12,
2007.
For the purpose of inducing
FIFTH THIRD BANK , a Michigan banking corporation,
hereinafter referred to as the “Lender,” to loan to
DEER VALLEY HOMEBUILDERS, INC. , an Alabama corporation,
hereinafter referred to as the “Borrower,” the maximum
sum of $7,500,000.00, the undersigned, as successor by merger with
Cytation Corp., hereinafter referred to as “Guarantor,”
whether one or more, jointly and severally if more than one, does
hereby unconditionally guaranty to Lender that: (a) Borrower
will duly and punctually pay or perform all indebtedness,
obligations and liabilities, direct or indirect, matured or
unmatured, primary or secondary, certain or contingent of Borrower
to Lender now or hereafter owing or incurred (including without
limitation costs and expenses incurred by Lender in attempting to
collect or enforce any of the foregoing) which are chargeable to
Borrower either by law or under the terms of Lender’s
arrangements with Borrower relative to the above mentioned loan,
hereinafter collectively referred to as the
“Obligations” and individually as an
“Obligation”; and (b) if there are any agreements
or instruments evidencing or executed and delivered in connection
with any Obligation, including but not limited to a mortgage and/or
security agreement, Borrower will perform in all other respects
strictly in accordance with the terms thereof.
1. The word
“Indebtedness” is used herein in its most comprehensive
sense, and includes any and all advances (including future advances
and those advances made by Lender to protect, enlarge or preserve
the priority, propriety, or amount of its lien against
mechanic’s liens, equitable liens, or statutory claimants, or
otherwise), debts, obligations and liabilities of Borrower
heretofore, now or hereafter made, incurred or created, whether
voluntary or involuntary and however arising, whether due or not,
absolute or contingent, liquidated, determined or undetermined, and
whether Borrower may be liable individually or jointly with others,
or whether recovery upon such indebtedness may be or hereafter
become barred by any statute of limitations, or whether such
indebtedness may be or hereafter become otherwise unenforceable.
This is a Continuing Guaranty relating to said indebtedness,
including that arising under subsequent or successive transactions
which shall either continue to increase the indebtedness or from
time to time renew it after it has been satisfied.
2. The obligations hereunder
are independent of the Obligations of Borrower and a separate
action or actions may be brought and prosecuted against Guarantor
whether action is brought against Borrower or whether Borrower may
be joined in any such action or actions; and Guarantor waives the
benefit of any statute of limitations affecting its liability
hereunder or the enforcement thereof.
3. Guarantor authorizes
Lender, without notice or demand and without affecting its
liability hereunder, from time to time to:
(a) Renew, amend, compromise,
extend, accelerate or otherwise change the time for payment of, or
otherwise change the terms of the indebtedness or any part
thereof;
(b) Take and hold security
for the payment of this guaranty or the indebtedness guarantied,
exchange, enforce, waive and release any such security;
(c) Apply such security and
direct the order or manner of sale thereof as Lender in its
discretion may determine.
4. Guarantor waives any right
to require Lender to: (a) proceed against Borrower;
(b) proceed against or exhaust any security held from
Borrower; or (c) pursue any other remedy in Lender’s
power whatsoever. Guarantor waives any defense arising by reason of
any disability or other defense of Borrower or by reason of the
cessation from any cause whatsoever of the liability of Borrower,
except the defense of payment, and until all indebtedness of
Borrower to Le
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