EXHIBIT
10.31
TEXTRON
FINANCIAL
Textron Financial Corporation,
Subsidiary of Textron Inc.
GUARANTY
This Guaranty
is executed as of February 7, 2007 by the
undersigned guarantor(s) (individually and collectively,
"Guarantor") in favor of Textron Financial Corporation ("TFC") and
each of TFC's affiliates (individually and collectively,
"Textron"). For purposes of this Guaranty, any party which controls
TFC, is controlled by TFC, or is under common control with TFC,
shall be deemed an affiliate of TFC.
RECITALS
A.
Textron may, from time to time,
enter into agreements with Deer Valley Homebuilders,
Inc. (Individually or collectively "Obligor");
B.
Textron is unwilling to enter into
agreements with Obligor, unless Guarantor unconditionally
guarantees to Textron the payment and/or performance of all
obligations of Obligor at any time owing to Textron.
AGREEMENT
With knowledge
that Textron will enter into agreements with Obligor in reliance
upon the existence of this Guaranty, Guarantor agrees with Textron
as follows:
1.
Guaranty. Guarantor unconditionally and irrevocably
guarantees to Textron (except as hereinafter expressly provided as
to revocability), without off-set or deduction, the prompt payment
andfar performance of all indebtedness, obligations and liabilities
of Obligor at any time owing to Textron, whether direct or
indirect, matured or unmatured, primary or secondary, or certain or
contingent (individually, a " Guaranteed Obligation"
and, collectively, the "Guaranteed Obligations"), This Guaranty is
a guaranty of payment and not a guaranty of collection. Guarantor
guarantees to Textron the punctual and faithful performance by
Obligor of each and every Guaranteed Obligation. If Obligor
defaults in the payment or performance of any Guaranteed
Obligation, if there exists any event or condition which, with
notice and/or the passage of time, would constitute a default under
any Guaranteed Obligation, or if there is a liquidation,
bankruptcy, assignment for the benefit of creditors or similar
proceeding affecting the status, existence, assets or obligations
of Obligor, Guarantor shall pay directly to Textron the sums which
Obligor is obligated to pay to Textron, whether by acceleration or
otherwise, and promptly perform all other Guaranteed Obligations.
if Textron is required tc retum any payment made to Textron by or
on behalf of Obligor, whether as a result of Obligor's bankruptcy,
reorganization or otherwise, Guarantor acknowledges that this
Guaranty covers all such amounts.
2.
Continuing Nature of
Guaranty. This Guaranty
is a continuing guarantee and shall apply without regard to the
form or the amount of the Guaranteed Obligations in existence at
any time. Guarantor may prospectively revoke this Guaranty by
sending written notice, by certified mail, return receipt
requested, to Textron at the address for Textron specified below
(the "Revocation Notice"). The revocation of this Guaranty shall
not be effective with respect to any Guaranteed Obligation arising
on or prior to the date occurring fifteen (15) days after Textron's
receipt of the Revocation Notice (the " Revocation
Date") or arising at any time after the Revocation Date, if arising
as the result of a commitment made by Textron to Obligor on or
prior to the Revocation Date.
3.
Absolute Nature of
Guaranty. The obligations
of Guarantor under this Guaranty are absolute and unconditional.
Guarantor shall not be released from such obligations for any
reason, nor shall such obligations be reduced, diminished or
discharged for any reason, Including:
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(a)
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Modifications and Indulgences.
Any modification, renewal or
alteration of any agreement, document or instrument relating to any
Guaranteed Obligation, or any indulgence, adjustment, preference,
extension or compromise made by Textron in favor of Obligor or
Guarantor.
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Condition of
Obligor or Guarantor. Any
insolvency, bankruptcy, arrangement, adjustment, composition,
liquidation, disability, dissolution or similar proceeding
affecting Obligor or Guarantor; any sale, lease or other
disposition of any of the assets of Obligor or Guarantor; or any
reorganization of, or change in the composition of the
shareholders, partners or members of, Obligor or
Guarantor.
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Invalidity
of Guaranteed Obligations. The invalidity, illegality or unenforceability
of any Guaranteed Obligation for any reason whatsoever, including,
but not limited to; the existence of valid defenses, counterclaims
or off-sets to any Guaranteed Obligation; the violation of
applicable usury laws by any Guaranteed Obligation; or the
inauthenticity of any document or instrument relating to the
Guaranteed Obligations.
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(d)
Release of Obligor.
Any complete or partial release of
Obligor or any other party from any Guaranteed
Obligation.
(e) Release of Collateral: Care of Collateral;
Status of Liens. Any
release, surrender, exchange, deterioration, waste, loss or
impairment of any collateral securing payment of any Guaranteed
Obligation (the "Collateral"), whether negligent or willful; the
failure of Textron or any other party to exercise reasonable care
in the preservation, protection, sale or other treatment of any of
the Collateral; the failure of Textron to create or perfect any
security interest intended to be given by Obligor in connection
with any Guaranteed Obligation (a "Security Interest"); the
unenforceability of an
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