EXHIBIT
10.6
RESTATED CONTINUING
GUARANTY
DEER VALLEY
CORPORATION
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 $2,500,000.00, 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 th
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