Common use of Guaranty Agreement Clause in Contracts

Guaranty Agreement. The Guarantor hereby absolutely, unconditionally, and irrevocably (1) guarantees the full and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Indebtedness of the Borrower and each other Obligor now or hereafter existing under each of the Credit Agreement, the Notes and each other Loan Document to which the Borrower or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), and (2) indemnifies and holds harmless each Lender and each holder of a Note for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement; provided, however, that the Guarantor shall be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty Agreement, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty Agreement constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender or any holder of any Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor (or any other Person) before or as a condition to the obligations of the Guarantor hereunder.

Guaranty Agreement. The Guarantor hereby hereby, jointly and severally, absolutely, unconditionally, and irrevocably (1a) guarantees and agrees to act as surety with respect to those obligations and liabilities for which Borrower is personally liable pursuant to the full terms and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Indebtedness conditions of the Borrower and each other Obligor now or hereafter existing under each of the Credit Agreement, the Notes and each other Loan Document to which the Borrower or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), Agreement and (2b) indemnifies agrees to indemnify, hold harmless and holds harmless each defend Lender and each holder of a Note for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement(the foregoing subsections (a) and (b) being sometimes referred to herein collectively as the “Guaranteed Obligations”); provided, however, that the Guarantor shall be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty AgreementGuaranty, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty Agreement constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender or any holder of any the Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor obligor (or any other Personperson) before or as a condition to the obligations of the Guarantor hereunder.

Guaranty Agreement. The Guarantor hereby absolutely, unconditionally, and irrevocably (1) guarantees the full and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Indebtedness of the Borrower and each other Obligor now or hereafter existing under each of the Credit Agreement, the Notes and each other Loan Document to which the Borrower or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(ass.362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(bss.502(b) and §506(bss.506(b)), and (2) indemnifies and holds harmless each Lender and each holder of a Note for any and all costs and expenses (including reasonable attorney’s 's fees and expenses) incurred by such Lender or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement; provided, however, that the Guarantor shall be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty Agreement, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty Agreement constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender or any holder of any Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor (or any other Person) before or as a condition to the obligations of the Guarantor hereunder.

Guaranty Agreement. (a) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will from time to time be absolutely and unconditionally guaranteed by the Guarantors pursuant to the Guaranty Agreement in accordance with the terms of Section 9.7. (b) The holders of the Notes acknowledge and agree that such holders will discharge and release any Guarantors from the Guaranty Agreement to which such Guarantor hereby absolutely, unconditionally, and irrevocably is a party within thirty (30) days following the date of a written request of the Company to such effect; provided that (i) (1) guarantees the lenders or an administrative agent for and on behalf of the lenders under each Material Credit Facility have agreed in writing that such Guarantor concurrently with the release hereunder shall be released, directly and (1) all Indebtedness outstanding pursuant to each Material Credit Facility has been paid in full and punctual payment when due, whether at stated maturity, each such Material Credit Facility has been terminated and not replaced by required prepayment, declaration, acceleration, demand or otherwise, of all Indebtedness of another credit facility guaranteed by the Borrower Guarantor being discharged and each other Obligor now or hereafter existing under each of the Credit Agreement, the Notes and each other Loan Document to which the Borrower or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), released and (2) indemnifies and holds harmless each Lender and each holder the Company has delivered a certificate of a Note for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement; provided, however, that the Guarantor shall be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty Agreement, as it relates Responsible Officer to the Guarantor, voidable under applicable law relating holders of the Notes to fraudulent conveyance the effect that no Default or fraudulent transfer, and not for any greater amount. This Guaranty Agreement constitutes a guaranty Event of payment when due and not of collection, and the Guarantor specifically Default exists. (c) The Company agrees that it shall not will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be necessary paid any consideration or required that remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any Lender creditor of the Company or any holder of any Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor (or any other Person) before Guarantor as consideration for or as a condition an inducement to the obligations entering into by any such creditor of any release or discharge of any Guarantor with respect to any liability of such Guarantor as an obligor or guarantor under or in respect of Indebtedness of the Guarantor hereunderCompany (excluding the prepayment of Indebtedness under any Material Credit Facility), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.

Guaranty Agreement. The Guarantor FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby absolutely, unconditionallyacknowledged, and irrevocably in consideration of the agreement of Crane & Xxxxxx Investments, L.L.C. (1the "Developer") to permit deferral of the $106,000 due from North Xxxxxxx Partners 99 Limited Partnership a South Dakota limited partnership ("Debtor") to the Developer, the undersigned Guarantor(s), hereby unconditionally guarantees the full and punctual prompt payment when due, whether at stated maturityby acceleration or otherwise of that certain Developer Fee from Debtor to the Developer, evidenced by required prepaymentthe Development Fee Agreement dated the even date herewith, declarationand incorporated herein by this reference. The foregoing described debt is referred to hereinafter as the "Liabilities" or "Liability." The undersigned further agree to pay all expenses paid or incurred by the Debtor or Developer in endeavoring to collect the Liabilities, accelerationor any part thereof, demand and in enforcing the Liabilities or otherwise, this Guaranty Agreement (including reasonable attorneys' fees if collected or enforced by law or through an attorney-at-law). The undersigned hereby represents and warrants that the extension of all Indebtedness credit or other financial accommodations by the Developer to Debtor will be to the interest and advantage of the Borrower undersigned, and each acknowledges that this Guaranty Agreement is a substantial inducement to the Developer to extend credit to Debtor and that the Developer would not otherwise extend credit to Debtor. Debtor or Developer may, from time to time, without notice to or consent of the undersigned, (a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary liability of any party or parties, in addition to the undersigned, with respect to any of the Liabilities and (c) resort to the undersigned for payment of any of the Liabilities, whether or not the Debtor or Developer shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have preceded against any other Obligor party primarily or secondarily liable on any of the Liabilities. Debtor and Developer must mutually agree to (a) extend or renew for any period this Agreement (whether or not longer than the original period) or alter any of the Liabilities, (b) release or compromise any Liability of the undersigned hereunder or any Liability of any other party or parties primarily or secondarily liable on any of the Liabilities, or (c) release, compromise or subordinate their title or security interest, or any part thereof, if any, in all or any property now or hereafter existing under each securing any of the Credit AgreementLiabilities or any obligation hereunder, the Notes and each other Loan Document to which the Borrower permit any substitution or exchange for any such other Obligor is or may become a partyproperty, whether for principal, interest, fees, expenses or otherwise The undersigned hereby expressly waives: (including all such amounts which would become due but for the operation a) notice of the automatic stay under Section 362(a) existence or creation of all or any of the United States Bankruptcy CodeLiabilities, 11 U.S.C. §362(a), and the operation (b) notice of Sections 502(b) and 506(b) any amendment or modification of any of the United States Bankruptcy Codeinstruments or documents evidencing or securing the Liabilities, 11 U.S.C. §502(b(c) presentment, demand, notice of dishonor and §506(b))protest, (d) all diligence in collection or protection of or realization upon the Liabilities or any thereof, any obligation hereunder, or any security for any of the foregoing, and (2e) indemnifies and holds harmless each Lender and each holder the right to require the Developer to proceed against Debtor on any of the Liabilities, though nothing herein shall prevent the Developer from proceeding against Debtor on any of the Liabilities. In the event any payment of Debtor to the Developer is held to constitute a Note preference under the bankruptcy laws, or if for any other reason the Developer is required to refund such payment or pay the amount thereof to any other party, such payment by Debtor to the Developer shall not constitute a release of Guarantor from any Liability hereunder, but Guarantor agrees to pay such amount to the Developer upon demand and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender this Guaranty shall continue to be effective or such holdershall be reinstated, as the case may be, to the extent of any such payment or payments. No delay or failure on the part of the Developer in enforcing the exercise of any rights under right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Developer of any right or remedy shall preclude other or future exercise thereof or the exercise of any other right or remedy. No action of the Developer permitted hereunder shall in any way impair or affect this Guaranty Agreement; provided, however, that . For the Guarantor shall be liable under this Guaranty Agreement for the maximum amount purpose of such liability that can be hereby incurred without rendering this Guaranty Agreement, as it relates the Liabilities of Debtor to the Guarantor, voidable under applicable law relating Developer are guaranteed notwithstanding any right or power of Debtor or anyone else to fraudulent conveyance assert any claim or fraudulent transferdefense as to the invalidity or unenforceability of any such obligation, and not for any greater amountno such claim or defense shall impair or affect the obligations of the undersigned hereunder. Any payment from Guarantor directly to Developer in accordance with this Agreement shall be classified and booked as a non-refundable cost overrun payment from Guarantor to Debtor in consideration of this Guaranty Agreement and then a payment by Debtor to Developer in consideration of the Development Fee Agreement. This Guaranty Agreement constitutes a guaranty of payment when due and not of collectionshall be binding upon the undersigned, and upon the Guarantor specifically agrees that legal representatives, heirs, successors and assigns of the undersigned, and may be enforced against them by the Debtor or Developer or their legal representatives, heirs, successors and assigns. This Guaranty Agreement has been made and delivered in the state of South Dakota and shall be construed and governed under South Dakota law. Whenever possible, each provision of the Guaranty Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition of invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty Agreement. Whenever the singular or plural number, masculine or feminine or neuter is used herein, it shall not be necessary or required that any Lender or any holder equally include the other where applicable. In the event this Guaranty Agreement is executed by more than one guarantor, this Guaranty Agreement and the obligations hereunder are the joint and several obligation of all the undersigned. Guarantor consents to the jurisdiction of the courts in the State of South Dakota and/or to the jurisdiction and venue of any Note exercise United States District Court in the State of South Dakota having jurisdiction over any rightaction or judicial proceeding brought to enforce, assert construe or interpret this Guaranty. Guarantor agrees to stipulate in any claim or demand or enforce any remedy whatsoever against such proceeding that this Guaranty is to be considered for all purposes to have been executed and delivered within the Borrower or any other Obligor (or any other Person) before or as a condition to the obligations geographical boundaries of the Guarantor hereunderState of South Dakota, even if it was, in fact, executed and delivered elsewhere.

Guaranty Agreement. The Guarantor hereby absolutely, unconditionally, and irrevocably (1a) guarantees and agrees to act as surety with respect to the full recourse obligations of Borrower set forth in Section 12(c)(vii) and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Indebtedness of the Borrower and each other Obligor now or hereafter existing under each of the Credit Agreement, the Notes and each other Loan Document to which the Borrower or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a12(d) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), Loan Agreement and (2b) indemnifies agrees to indemnify, hold harmless and holds harmless each defend Lender and each holder of a the Note for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement(the foregoing subsections (a) and (b) being sometimes referred to herein collectively as the “Guaranteed Obligations”); provided, however, that the Guarantor shall be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty AgreementGuaranty, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty Agreement constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender or any holder of any the Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor obligor (or any other Personperson) before or as a condition to the obligations of the Guarantor hereunder. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor shall not be liable under this Guaranty for any recourse obligations set forth in Section 12(c)(vii) or Section 12(d) of the Loan Agreement that were caused or permitted by Original Borrower or Original Guarantor and that occurred or were breached prior to the date hereof.

Guaranty Agreement. The Guarantor hereby absolutely, unconditionally(If applicable). For value received, and irrevocably in consideration of the credit heretofore and hereafter extend by MCI WORLDCOM, the undersigned, to Customer and all of its successors and assigns, whether one or more (1) guarantees "Guarantor"), jointly and severally guarantee the full and punctual payment when duedue of all indebtedness (as hereinafter defined) owing by Debtor to MCI WORLDCOM . "Debtor" includes Customer and all other entities owned or controlled by Customer and/or Guarantor, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Indebtedness of the Borrower and each other Obligor such entities are now or hereafter existing under each existing. Guarantor agrees that such guarantee is a continuing guarantee of the Credit Agreement, the Notes payment of all indebtedness owing by Debtor to MCI WORLDCOM now outstanding or owing or which thereafter may exist or be incurred. It shall be conclusively presumed that all extensions of credit and each other Loan Document financial accommodations made by MCI WORLDCOM to which the Borrower Debtor made concurrently herewith or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), and (2) indemnifies and holds harmless each Lender and each holder of a Note for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender or such holder, as the case may be, hereafter are made in enforcing any rights under reliance upon this Guaranty Agreement; provided, however, that the . This guarantee shall continue until such time as Guarantor shall be liable under this Guaranty Agreement for the maximum amount gives written notice of such liability that can be hereby incurred without rendering this Guaranty Agreement, as it relates termination by actual delivery thereof to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transferCredit Manager of MCI WORLDCOM at the operating center identified on the first page hereof, and not for any greater amountsuch notice of termination is acknowledged in writing by an officer of MCI WORLDCOM. This Guaranty Agreement constitutes a guaranty Such termination of payment when due and not of collection, and the Guarantor specifically agrees that it this guarantee shall not be necessary effective as to the Indebtedness then owing to MCI WORLDCOM by Debtor, and this guarantee shall continue as to any such Indebtedness until the same is fully paid, discharged, and satisfied. Guarantor absolutely and unconditionally guarantees payment of the Indebtedness to MCI WORLDCOM. Guarantor's liability hereunder shall not be impaired, reduced, or required that affected by MCI WORLDCOM's failure, refusal, or neglect to collect the Indebtedness from Debtor, or to enforce or preserve any Lender other security or guarantee, or the failure to perform any other act prior to seeking payment from Guarantor. Guarantor hereby expressly waives and consents in advance to any change or alteration of any agreement between Debtor and MCI WORLDCOM, including, without limitation, the rearrangement, renewal, and/or extension of Debtor's Indebtedness. Guarantor's liability hereunder shall not be impaired, reduced, or affected by the taking of any other guarantee or security for the Indebtedness, or by the release, subordination, or loss of any such other guarantee or security, whether done voluntarily by MCI WORLDCOM or by the death, insolvency, bankruptcy, disability of Debtor, or any holder of any Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor (or any other Person) before or as a condition to the obligations of the Guarantor hereunderGuarantor.

Guaranty Agreement. The Guarantor FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby absolutely, unconditionallyacknowledged, and irrevocably in consideration of the agreement of Crane & Xxxxxx Investments, L.L.C. (1the "Developer") to permit deferral of the $200,000 due from 000 Xxxx Xxxx Limited Partnership a South Dakota limited partnership ("Debtor") to the Developer, the undersigned Guarantor(s), hereby unconditionally guarantees the full and punctual prompt payment when due, whether at stated maturityby acceleration or otherwise of that certain Developer Fee from Debtor to the Developer, evidenced by required prepaymentthe Development Fee Agreement dated the even date herewith, declarationand incorporated herein by this reference. The foregoing described debt is referred to hereinafter as the "Liabilities" or "Liability." The undersigned further agree to pay all expenses paid or incurred by the Debtor or Developer in endeavoring to collect the Liabilities, accelerationor any part thereof, demand and in enforcing the Liabilities or otherwise, this Guaranty Agreement (including reasonable attorneys' fees if collected or enforced by law or through an attorney-at-law). The undersigned hereby represents and warrants that the extension of all Indebtedness credit or other financial accommodations by the Developer to Debtor will be to the interest and advantage of the Borrower undersigned, and each acknowledges that this Guaranty Agreement is a substantial inducement to the Developer to extend credit to Debtor and that the Developer would not otherwise extend credit to Debtor. Debtor or Developer may, from time to time, without notice to or consent of the undersigned, (a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary liability of any party or parties, in addition to the undersigned, with respect to any of the Liabilities and (c) resort to the undersigned for payment of any of the Liabilities, whether or not the Debtor or Developer shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have preceded against any other Obligor party primarily or secondarily liable on any of the Liabilities. Debtor and Developer must mutually agree to (a) extend or renew for any period this Agreement (whether or not longer than the original period) or alter any of the Liabilities, (b) release or compromise any Liability of the undersigned hereunder or any Liability of any other party or parties primarily or secondarily liable on any of the Liabilities, or (c) release, compromise or subordinate their title or security interest, or any part thereof, if any, in all or any property now or hereafter existing under each securing any of the Credit Agreement, the Notes and each other Loan Document to which the Borrower Liabilities or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(a)any obligation hereunder, and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), and (2) indemnifies and holds harmless each Lender and each holder of a Note permit any substitution or exchange for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement; provided, however, that the Guarantor shall be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty Agreement, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty Agreement constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender or any holder of any Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor (or any other Person) before or as a condition to the obligations of the Guarantor hereunder.property,

Guaranty Agreement. The Guarantor For and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid to the undersigned ("Guarantor"), the receipt and sufficiency of which consideration are hereby absolutely, unconditionallyacknowledged, and irrevocably for the purpose of enabling AMERICANA FOODS LIMITED PARTNERSHIP, a Texas limited partnership (1) "Borrower"), to borrow certain funds from REGIONS BANK ("Holder"), and recognizing that Guarantor has benefited or shall benefit, directly or indirectly, from the making of such loan from Holder to Borrower, that such loan is in the best interest of Guarantor, Guarantor, subject to the terms, conditions and limitations set forth herein, including without limitation, in Section 22 hereinbelow, hereby absolutely and unconditionally guarantees to Holder the full and punctual prompt payment when due, at maturity (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise, of all Indebtedness ) of the Borrower following (individually, an "Obligation" and each other Obligor now or hereafter existing under each of the Credit Agreementcollectively, the Notes and each other Loan Document "Obligations"): (i) the indebtedness owing by Borrower to which Holder pursuant to that certain Promissory Note, dated on or about April 29, 2005, made by Borrower, payable to the Borrower or such other Obligor is or may become a partyorder of Holder in the principal sum of $4,553,280.00 (the "Note"), whether for including all principal, interest, fees, expenses charges and reasonable attorneys' fees which may be or otherwise (including all such amounts which would become due but for and owing on or under or in connection with the operation Note, and all renewals, rearrangements, extensions, modifications and consolidations thereof and of any part thereof and any sums due to or to become due pursuant to any instrument executed in connection with the Note that secures the payment of the automatic stay under Section 362(aNote; and (ii) all reasonable costs, attorneys' fees and expenses incurred or expended by Holder in collecting any of the United States Bankruptcy Code, 11 U.S.C. §362(a), and Obligations or due to any default in the operation of Sections 502(b) and 506(b) payment of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), and (2) indemnifies and holds harmless each Lender and each holder of a Note for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender Obligations or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement; provided, however, that the Guarantor right granted hereunder. Guarantor's obligations hereunder shall further be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty Agreement, as it relates subject to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, terms and not for any greater amount. This Guaranty Agreement constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender or any holder of any Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor (or any other Person) before or as a condition to the obligations of the Guarantor hereunderconditions hereinafter set forth.

Guaranty Agreement. The Guarantor FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby absolutely, unconditionallyacknowledged, and irrevocably in consideration of the agreement of ACHR Housing Corporation, (1the "Developer") guarantees to permit deferral of the $279,756 due from Summer Wood, Ltd. a Alabama limited partnership ("Debtor") to the Developer, the undersigned Guarantor(s), hereby unconditionally guaranty the full and punctual prompt payment when due, whether at stated maturityby acceleration or otherwise of that certain Developer Fee from Debtor to the Developer, evidenced by required prepaymentthe Development Fee Agreement dated the even date herewith, declarationand incorporated herein by this reference. The foregoing described debt is referred to hereinafter as the "Liabilities" or "Liability." The undersigned further agree to pay all expenses paid or incurred by the Developer in endeavoring to collect the Liabilities, accelerationor any part thereof, demand and in enforcing the Liabilities or otherwise, this Guaranty Agreement (including reasonable attorneys' fees if collected or enforced by law or through an attorney-at-law). The undersigned hereby represent and warrant that the extension of all Indebtedness credit or other financial accommodations by the Developer to Debtor will be to the interest and advantage of the Borrower undersigned, and each acknowledge that this Guaranty Agreement is a substantial inducement to the Developer to extend credit to Debtor and that the Developer would not otherwise extend credit to Debtor. The Developer may, from time to time, without notice to or consent of the undersigned, (a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary liability of any party or parties, in addition to the undersigned, with respect to any of the Liabilities, (c) extend or renew for any period (whether or not longer than the original period) or alter any of the Liabilities, (d) release or compromise any Liability of the undersigned hereunder or any Liability of any other Obligor party or parties primarily or secondarily liable on any of the Liabilities, (e) release, compromise or subordinate its title or security interest, or any part thereof, if any, in all or any property now or hereafter existing under each securing any of the Credit Agreement, the Notes and each other Loan Document to which the Borrower Liabilities or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(a)any obligation hereunder, and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b))permit any substitution or exchange for any such property, and (2f) indemnifies resort to the undersigned for payment of any of the Liabilities, whether or not the Developer shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have preceded against any other party primarily or secondarily liable on any of the Liabilities. The undersigned hereby expressly waive: (a) notice of the existence or creation of all or any of the Liabilities, (b) notice of any amendment or modification of any of the instruments or documents evidencing or securing the Liabilities, (c) presentment, demand, notice of dishonor and holds harmless each Lender and each holder protest, (d) all diligence in collection or protection of a Note or realization upon the Liabilities or any thereof, any obligation hereunder, or any security for any of the foregoing, and all costs (e) the right to require the Developer to proceed against Debtor on any of the Liabilities. In the event any payment of Debtor to the Developer is held to constitute a preference under the bankruptcy laws, or if for any other reason the Developer is required to refund such payment or pay the amount thereof to any other party, such payment by Debtor to the Developer shall not constitute a release of Guarantor from any Liability hereunder, but Guarantor agrees to pay such amount to the Developer upon demand and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender this Guaranty shall continue to be effective or such holdershall be reinstated, as the case may be, to the extent of any such payment or payments. No delay or failure on the part of the Developer in enforcing the exercise of any rights under right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Developer of any right or remedy shall preclude other or future exercise thereof or the exercise of any other right or remedy. No action of the Developer permitted hereunder shall in any way impair or affect this Guaranty Agreement; provided. For the purpose of this Guaranty Agreement, howeverthe Liabilities of Debtor to the Developer are guaranteed notwithstanding any right or power of Debtor or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, that and no such claim or defense shall impair or affect the obligations of the undersigned hereunder. Payment by the Guarantor shall be liable under this Guaranty Agreement for shall be recorded as a capital contribution payment from the maximum amount of such liability that can be hereby incurred without rendering this Guaranty AgreementGuarantor to Debtor and, subsequently, as it relates a payment of the Development Fee from Debtor to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountDeveloper. This Guaranty Agreement constitutes a guaranty of payment when due and not of collectionshall be binding upon the undersigned, and upon the Guarantor specifically agrees that legal representatives, heirs, successors and assigns of the undersigned. This Guaranty Agreement has been made and delivered in the state of Alabama and shall be construed and governed under Alabama law. Whenever possible, each provision of the Guaranty Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition of invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty Agreement. Whenever the singular or plural number, masculine or feminine or neuter is used herein, it shall not be necessary or required that any Lender or any holder equally include the other where applicable. In the event this Guaranty Agreement is executed by more than one guarantor, this Guaranty Agreement and the obligations hereunder are the joint and several obligation of the undersigned. Guarantor consents to the jurisdiction of the courts in the State of Alabama and/or to the jurisdiction and venue of any Note exercise United States District Court in the State of Alabama having jurisdiction over any rightaction or judicial proceeding brought to enforce, assert construe or interpret this Guaranty. Guarantor agrees to stipulate in any claim or demand or enforce any remedy whatsoever against such proceeding that this Guaranty is to be considered for all purposes to have been executed and delivered within the Borrower or any other Obligor (or any other Person) before or as a condition to the obligations geographical boundaries of the Guarantor hereunderState of Alabama, even if it was, in fact, executed and delivered elsewhere.

Guaranty Agreement. The Guarantor hereby absolutely, unconditionally, and irrevocably (1a) guarantees and agrees to act as surety with respect to the full recourse obligations of Borrower set forth in Section 12(c)(vii) and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Indebtedness of the Borrower and each other Obligor now or hereafter existing under each of the Credit Agreement, the Notes and each other Loan Document to which the Borrower or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a12(d) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), Loan Agreement and (2b) indemnifies agrees to indemnify, hold harmless and holds harmless each defend Lender and each holder of a the Note for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement(the foregoing subsections (a) and (b) being sometimes referred to herein collectively as the “Guaranteed Obligations”); provided, however, that the Guarantor shall be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty AgreementGuaranty, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty Agreement constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender or any holder of any the Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor obligor (or any other Personperson) before or as a condition to the obligations of the Guarantor hereunder. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor shall not be liable under this Guaranty for any recourse obligations set forth in Section 12(c)(vii) or Section 12(d) of the Loan Agreement that were caused or permitted by Interim Borrower or Interim Guarantor and that occurred or were breached prior to the date hereof.