Greystone
Business Credit II, L.L.C.
--------------------------------------------------------------------------------
GUARANTY
Borrowers: MARINE GROWTH
FINANCE & CHARTER, INC.,
a Delaware corporation,
and
MARINE GROWTH CANADA LTD.,
a company organized under the laws of the Province of
British Columbia, Canada
Guarantor: MARINE GROWTH
VENTURES, INC.,
a Delaware corporation
Borrowers have requested that GREYSTONE BUSINESS CREDIT II, L.L.C.
("Lender") provide certain financial accommodations to Borrowers
pursuant to the
terms of a Loan and Security Agreement among Borrowers and
Lender dated of even
date herewith (as amended from time to time, the "Loan Agreement"). As one of
the conditions
to providing financing, Lender has required that Guarantor
guaranty all obligations of Borrowers to Lender.
For value received
and in consideration of any loan, advance or
financial
accommodation of any
kind whatsoever
heretofore,
now or hereafter
made, given or granted
to Borrowers by Lender
pursuant to the Loan
Agreement,
Guarantor
unconditionally (but subject to the immediately following paragraph)
guaranties the full
and prompt payment
when due (subject to the immediately
following paragraph),
whether at maturity or earlier, by reason of acceleration
or otherwise, and at all times thereafter, of the indebtedness,
liabilities and
obligations of every kind and nature of Borrowers to Lender
(including,
without
limitation, all
interest accruing
after the filing of a
proceeding under
the
Bankruptcy Code (as defined in the Loan Agreement) whether or not
allowed by the
court in such proceeding, and all other indebtedness, liabilities and
obligations arising
after the filing of
any proceeding
under the Bankruptcy
Code), howsoever
created, arising or evidenced, whether direct or indirect,
absolute or contingent, joint or several, now or hereafter
existing, or due
or
to become due, in each case arising under the Loan Agreement or the other Loan
Documents (as
defined in the Loan Agreement), plus all costs and expenses
(including, without
limitation, all court
costs and reasonable
attorneys' and
paralegals' fees and
expenses) paid or incurred by Lender in
endeavoring
to
collect all or any part of such indebtedness, liabilities and obligations
from,
or in prosecuting any action against, Guarantor or any other
guarantor of all or
any part of such indebtedness, liabilities and obligations (all such
indebtedness,
liabilities,
obligations, costs and
expenses being
hereinafter
referred to as
"Borrowers'
Obligations").
All sums becoming due under this
Guaranty shall bear interest from the due date thereof until paid
at the highest
rate charged
with respect to any of Borrowers' Obligations under the Loan
Agreement.
Notwithstanding
anything to the contrary contained herein, in no
event shall Lender make demand against Guarantor in respect of this Guaranty
unless and until one hundred and twenty (120) days after the
earlier to occur of
any of the following events (collectively, the "Demand Conditions"): (i)
Lender
accelerates any of the
Obligations, (ii)
Lender initiates a foreclosure of any
of the Collateral
or (iii) an Event of
Default occurs as defined in the Loan
Agreement. Lender
agrees to use reasonable efforts to notify Guarantor of the
occurrence of any Demand Condition; however, Lender shall have no liability
to
Guarantor for Lender's failure to provide any such notice.
<PAGE>
Guarantor agrees
that its obligations under this Guaranty are
unconditional,
irrespective of (i) the validity or enforceability of
Borrowers'
Obligations or any note or other instrument evidencing Borrowers' Obligations,
(ii) except as explicitly set forth herein, the absence of any
attempt by Lender
to collect Borrowers'
Obligations from Borrowers or any other guarantor, (iii)
Lender's waiver or
consent with respect to any provision of the Loan Documents,
(iv) Lender's
failure to perfect or
maintain its security
interests in, or to
preserve its rights
with respect to, any of the Collateral (as defined in the
Loan Agreement), (v)
Lender's election,
in any proceeding
under Chapter 11 of
the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy
Code, (vi) any
borrowing or grant of a security interest by Borrowers as
debtor-in-possession
under Section
364 of the Bankruptcy Code, (vii) the
disallowance, under
Section 502 of the Bankruptcy Code, of all or any of
Lender's claims for
repayment of
Borrowers'
Obligations
or (viii) any
other
circumstance which might constitute a legal or equitable discharge
or defense of
Borrowers or a guarantor.
No payment
made by or for the
account or benefit of Guarantor
(including, without
limitation,
(i) a payment made by
Borrowers in respect of
Borrowers'
Obligations, (ii) a
payment made by any person under any other
guaranty of Borrowers'
Obligations or (iii) a
payment made by means of set off
or other application of funds by Lender) shall entitle Guarantor,
by subrogation
or otherwise,
to any payment by
Borrowers or from or out of any property of
Borrowers, and
Guarantor shall not exercise any rights or remedies
against
Borrowers or any property of Borrowers including, without limitation, any right
of contribution,
indemnity or
reimbursement
by reason of any
performance by
Guarantor under this Guaranty, all of such rights of subrogation,
contribution,
indemnity and reimbursement being hereby waived by Guarantor.
The provisions of
this paragraph shall
survive the termination of this Guaranty or the release or
discharge of Guarantor
from liability hereunder. Borrowers are third party
beneficiaries of the provisions of this paragraph.
Guarantor hereby waives diligence, presentment, demand for
payment,
filing of claims with
a court in the event of receivership or bankruptcy of
Borrowers (or either one of them), protest or notice with respect to
Borrowers'
Obligations and all
demands whatsoever,
and covenants that
this Guaranty will
not be discharged, except by complete and irrevocable payment and
performance of
the obligations
and liabilities contained herein. No notice to any party,
including Guarantor, shall be required for Lender to make demand
hereunder. Such
demand shall constitute a mature and liquidated claim against
Guarantor. At any
time after maturity
of Borrowers' Obligations, whether by acceleration or
otherwise, Lender
may, at its sole
election, proceed directly and at once,
without notice,
against Guarantor to collect and recover the full amount or any
portion of Borrowers' Obligations, without first proceeding against
Borrowers or
any other person or against any of the Collateral. Lender shall have the
exclusive right to
determine the
application of payments and credits, if any,
from Guarantor,
Borrowers or any other person, on account of Borrowers'
Obligations.
Lender is hereby
authorized, without
notice or demand to Guarantor
and without affecting or impairing the liability of Guarantor
hereunder, to from
time to time (i) renew, extend, accelerate or otherwise change the time for
payment of, or other terms relating to, Borrowers' Obligations or otherwise
modify, amend or
change the terms of any promissory note or other agreement,
document or instrument
now or hereafter
e
