Exhibit
10.03
CONTINUING
GUARANTY
DEER VALLEY
CORPORATION
THIS CONTINUING GUARANTY SUPERSEDES
ITS ENTIRETY THAT CERTAIN
CONTINUING GUARANTY DATED EFFECTIVE APRIL 12,
2008.
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
$5,000,000.00, 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 Lender shall have been paid in full, Guarantor shall
have no right to subrogation, and waives any right to enforce any
remedy which Lender now has or may hereafter have against Borrower,
and waives any benefit of, and any right to participate in any
security now or hereafter held by Lender. Guarantor waives all
presentments, demands for performance, notices of nonperformance,
protests, notices of dishonor, and notices of acceptance of this
guaranty and of the existence, creation or incurring of new or
additional indebtedness. Guarantor covenants to cause Borrower to
maintain and preserve the enforceability of any instruments now or
hereafter executed in favor of the Lender, and to take no action of
any kind which might be the basis for a claim that Guara
