exv10w4



 








Exhibit 10.4




UNCONDITIONAL GUARANTY




April 8, 2005




Tradition Development Company, LLC

c/o Core Communities, LLC

10521 S.W. Village Station Drive, Suite 201

Port St. Lucie, Florida 34987



Horizons St. Lucie Development, LLC

c/o Core Communities, LLC

10521 S.W. Village Station Drive, Suite 201

Port St. Lucie, Florida 34987



Horizons Acquisition 7, LLC

c/o Core Communities, LLC

10521 S.W. Village Station Drive, Suite 201

Port St. Lucie, Florida 34987



and




Tradition Mortgage, LLC

c/o Core Communities, LLC

10521 S.W. Village Station Drive, Suite 201

Port St. Lucie, Florida 34987



(Hereinafter collectively referred to as the “Borrower”)




Core Communities, LLC

10521 S.W. Village Station Drive, Suite 201

Port St. Lucie, Florida 34987

(Hereinafter referred to as “Guarantor”)



Wachovia Bank, National Association

200 E. Broward Boulevard, 2nd floor

Ft. Lauderdale, FL 33301

(Hereinafter referred to as “Bank”)


To induce Bank to make a $40,000,000.00 revolving loan (“Loan”), and in consideration of
loans, advances, credit, or other financial accommodations made, extended or renewed to or for the
benefit of Borrower in connection with said Loan, which are and will be to the direct interest and
advantage of the Guarantor, Guarantor hereby absolutely, irrevocably and unconditionally guarantees
to Bank and its successors, assigns and affiliates the timely payment and performance of all
liabilities and obligations of Borrower to Bank under that certain Revolving Promissory Note of
even date herewith in the amount of $40,000,000.00 (the “Note”), the Loan Documents as defined
below, and all obligations with respect to any swap agreements (as defined in 11 U.S. Code § 101),
and all extensions, modifications and renewals thereof, (collectively, the “Guaranteed
Obligations”). There shall be no limitation on the amount of the Guaranteed Obligations of
Guarantor.



Guarantor hereby further unconditionally and irrevocably guarantees to Bank and its
successors, endorsees and assigns that: (a) the Property shall be and remain free and clear of all
liens from any and






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all persons, firms, corporations or other entities furnishing materials, labor
or services in the construction, equipment or completion of the Improvements, if any, (as same is
defined in the Revolving Loan Agreement executed by Borrower simultaneously herewith (“Loan
Agreement”)); and (b) Borrower shall fully and punctually comply with the all the terms, covenants
and conditions on its part to be complied with under the Loan Documents.



In the event that the Improvements on any Land Under Development (as same is defined in the
Loan Agreement) (the funding of which was requested by Borrower under the Loan) are not completed
and paid for or are not free of all liens, claims and demands upon the completion thereof, as
guaranteed herein, (a) Guarantor agrees to fully indemnify Bank and save Bank harmless from all
costs and damages that Bank may suffer by reason thereof; (b) in the event that Bank shall (i)
cause any construction or equipment of the Improvements to be done, (ii) pay any costs in
connection with the construction or equipment of the Improvements, if any, or (iii) cause any such
lien, claim or demand to be released or paid, then Guarantor agrees to reimburse Bank for all sums
paid and all costs and expenses incurred by it in connection therewith; and (c) Guarantor agrees,
if requested by Bank, to complete or cause the completion of the construction and equipment of the
Improvements, if any, in accordance with the Loan
Agreement.



Guarantor acknowledges and agrees that it will be impossible to measure and accurately
determine the damages to Bank resulting from a breach of the covenants in the Loan Documents, that
such a breach will cause irreparable injury to Bank and that Bank has no adequate remedy at law in
respect of such breach and, as a consequence, agrees that such covenant shall be specifically
enforceable against Guarantor and hereby waives and agrees not to assert any defense based on
denial of any of the foregoing in an action for specific performance of such covenant.



Guarantor consents that the terms, covenants, and provisions contained in any of the Loan
Documents may be altered, extended, released, modified or cancelled, all without any further
consent of Guarantor, and Guarantor agrees that this Guaranty shall in no way be affected,
diminished or released by any such alteration, extension, modification, release or cancellation.



In addition to the above, the Guaranteed Obligations shall further include the full and prompt
payment and performance when due of all present and future liability, obligations and
indemnifications whatsoever, of Borrower to Bank under and pursuant to the sections of the Loan
Documents relating to “Hazardous Material”, with such interest as may accrue thereon and such other
charges as may be due in connection therewith, whether such obligations now exist or arise
hereafter. Guarantor agrees that, if Borrower does not pay said liability, obligations and
indemnifications relating to Hazardous Material, for any reason, Guarantor shall immediately make
such payments. Guarantor’s liability, obligations and indemnifications relating to Hazardous
Material shall not be discharged or satisfied by repayment of the obligations evidenced by the Loan
Documents, or by foreclosure of the Security Instrument, and shall continue in effect after any
transfer of the real estate secured by the Security Instrument, including, without limitation,
transfers pursuant to foreclosure (or in lieu of) proceedings and subsequent transfers.



Guarantor further covenants and agrees:



GUARANTOR’S LIABILITY. This Guaranty is a continuing and unconditional guaranty of payment
and performance and not of collection. The parties to this Guaranty are jointly and severally
obligated hereunder. This Guaranty does not impose any obligation on Bank to extend or continue to
extend credit or otherwise deal with Borrower at any subsequent time. This Guaranty shall continue
to be effective or be reinstated, as the case may be, if at any time any payment of the Guaranteed
Obligations is rescinded, avoided or for any other reason must be returned by Bank, and the
returned payment shall remain payable as part of the Guaranteed Obligations, all as though such
payment had not been made. Except to the extent the provisions of this Guaranty give Bank
additional rights, this Guaranty shall not be deemed to supersede or replace any other guaranties
given to Bank by Guarantor; and the obligations guaranteed hereby shall be in addition to any other
obligations guaranteed by Guarantor pursuant to any other agreement of guaranty given to Bank and
other guaranties of the Guaranteed Obligations. Notwithstanding the foregoing, in the future Bank
will consider a reduction in the amount of the guarantee





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based upon the Project’s cash flow.



TERMINATION OF GUARANTY. Guarantor may terminate this Guaranty only by written notice,
delivered personally to or received by certified or registered United States Mail by an authorized
officer of Bank at the address for notices provided herein. Such termination shall be effective
with respect to Guaranteed Obligations arising more than 15 days after the date such written notice
is received by said Bank officer. Guarantor may not terminate this Guaranty as to Guaranteed
Obligations (including any subsequent extensions, modifications or compromises of the Guaranteed
Obligations) then existing, or to Guaranteed Obligations arising subsequent to receipt by Bank of
said notice if such Guaranteed Obligations are a result of Bank’s obligation to make advances
pursuant to a commitment entered into prior to expiration of the 15 day notice period, or are a
result of advances which are necessary for Bank to protect its collateral or otherwise preserve its
interests. Termination of this Guaranty by any single Guarantor will not affect the existing and
continuing obligations of any other Guarantor hereunder.



CONSENT TO MODIFICATIONS. Guarantor consents and agrees that Bank may from time to time, in
its sole discretion, without affecting, impairing, lessening or releasing the obligations of
Guarantor hereunder: (a) extend or modify the time, manner, place or terms of payment or
performance and/or otherwise change or modify the credit terms of the Guaranteed Obligations; (b)
increase, renew, or enter into a novation of the Guaranteed Obligations; (c) waive or consent to
the departure from terms of the Guaranteed Obligations; (d) permit any change in the business or
other dealings and relations of Borrower or any other guarantor with Bank; (e) proceed against,
exchange, release, realize upon, or otherwise deal with in any manner any collateral that is or may
be held by Bank in connection with the Guaranteed Obligations or any liabilities or obligations of
Guarantor; and (f) proceed against, settle, release, or compromise with Borrower, any insurance
carrier, or any other person or entity liable as to any part of the Guaranteed Obligations, and/or
subordinate the payment of any part of the Guaranteed Obligations to the payment of any other
obligations, which may at any time be due or owing to Bank; all in such manner and upon such terms
as Bank may deem appropriate, and without notice to or further consent from Guarantor. No
invalidity, irregularity, discharge or unenforceability of, or action or omission by Bank relating
to any part of the Guaranteed Obligations or any security therefor shall affect or impair this
Guaranty.



WAIVERS AND ACKNOWLEDGMENTS. Guarantor waives and releases the following rights, demands, and
defenses Guarantor may have with respect to Bank and collection of the Guaranteed Obligations: (a)
promptness and diligence in collection of any of the Guaranteed Obligations from Borrower or any
other person liable thereon, and in foreclosure of any security interest and sale of any property
serving as collateral for the Guaranteed Obligations; (b) subject to Borrower receiving any
applicable notice to cure as required in the Loan Documents, if any, any law or statute that
requires that Bank make demand upon, assert claims against, or collect from Borrower or other
persons or entities, foreclose any security interest, sell collateral, exhaust any remedies, or
take any other action against Borrower or other persons or entities prior to making demand upon,
collecting from or taking action against Guarantor with respect to the Guaranteed Obligations,
including any such rights Guarantor might otherwise have had under Va. Code §§ 49-25 and 49-26,
et seq., N.C.G.S. §§ 26-7, et seq., Tenn. Code Ann. § 47-12-101, O.C.G.A. § 10-7-24
and any successor statute and any other applicable law; (c) any law or statute that requires that
Borrower or any other person be joined in, notified of or made part of any action against
Guarantor; (d) that Bank preserve, insure or perfect any
security interest in collateral or sell or dispose of collateral in a particular manner or at
a particular time, provided that Bank’s obligation to dispose of Collateral in a commercially
reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or
novations of the Guaranteed Obligations, of any new transactions or other relationships between
Bank, Borrower and/or any guarantor, and of changes in the financial condition of, ownership of, or
business structure of Borrower or any other guarantor; (f) except as otherwise provided in the Loan
Documents, presentment, protest, notice of dishonor, notice of default, demand for payment, notice
of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all
other notices of any kind whatsoever to which Guarantor may be entitled; (g) the right to assert
against Bank any defense (legal or equitable), set-off, counterclaim, or claim that Guarantor may
have at any time against Borrower or any other party liable to Bank; (h) all defenses relating to
invalidity, insufficiency, unenforceability, enforcement, release or impairment of Bank’s lien on
any collateral, of the Loan






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Documents, or of any other guaranties held by Bank; (i) any right to
which Guarantor is or may become entitled to be subrogated to Bank’s rights against Borrower or to
seek contribution, reimbursement, indemnification, payment or the like, or participation in any
claim, right or remedy of Bank against Borrower or any security which Bank now has or hereafter
acquires, until such time as the Guaranteed Obligations have been fully satisfied beyond the
expiration of any applicable preference period; (j) any claim or defense that acceleration of
maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion
or of acceleration of claims against any other person or entity for any reason including the
bankruptcy or insolvency of that person or entity; and (k) the right to marshalling of Borrower’s
assets or the benefit of any exemption claimed by Guarantor. Guarantor acknowledges and represents
that Guarantor has relied upon Guarantor’s own due diligence in making an independent appraisal of
Borrower, Borrower’s business affairs and financial condition, and any collateral; Guarantor will
continue to be responsible for making an independent appraisal of such matters; and Guarantor has
not relied upon Bank for information regarding Borrower or any collateral.



FINANCIAL CONDITION. Guarantor warrants, represents and covenants to Bank that on and after
the date hereof: (a) the fair saleable value of Guarantor’s assets exceeds its liabilities,
Guarantor is meeting its current liabilities as they mature, and Guarantor is and shall remain
solvent; (b) all financial statements of Guarantor furnished to Bank are correct and accurately
reflect the financial condition of Guarantor as of the respective dates thereof; (c) since the date
of such financial statements, there has not occurred a material adverse change in the financial
condition of Guarantor; (d) there are not now pending any court or administrative proceedings or
undischarged judgments against Guarantor, no federal or state tax liens have been filed or
threatened against Guarantor and Guarantor is not in default or claimed default under any agreement
which would have a material adverse affect on Guarantor’s ability to perform its Guaranteed
Obligations hereunder; and (e) at such reasonable times as Bank requests, Guarantor will furnish
Bank with such other financial information as Bank may reasonably request.



INTEREST AND APPLICATION OF PAYMENTS. Regardless of any other provision of this Guaranty or
other Loan Documents, if for any reason the effective interest on any of the Guaranteed Obligations
should exceed the maximum lawful interest, the effective interest shall be deemed reduced to and
shall be such maximum lawful interest, and any sums of interest which have been collected in excess
of such maximum lawful interest shall be applied as a credit against the unpaid principal balance
of the Guaranteed Obligations. Monies received
from any source by Bank for application toward payment of the Guaranteed Obligations may be
applied to such Guaranteed Obligations in any manner or order deemed appropriate by Bank.



DEFAULT. If any of the following events occur and are not cured within any cure period
provided for in the Loan Documents, a default (“Default”) under this Guaranty shall exist: (a)
failure of timely payment or performance of the Guaranteed Obligations or a Default under any Loan
Document; (b) a breach of any agreement or representation contained or referred to in the Guaranty,
or any of the Loan Documents, whether now existing or hereafter arising; (c) the death of,
appointment of a guardian for, dissolution of, termination of existence of, loss of good standing
status by, appointment of a receiver for, assignment for the benefit of creditors of, or the
commencement of any insolvency or bankruptcy proceeding by or against Guarantor not dismissed
within seventy-five (75) days of the filing thereof (d) Bank determines in good faith, in its
reasonable discretion, that the prospects for payment or performance of the Guaranteed Obligations
are impaired or there has occurred a material adverse change in the business or prospects of
Borrower or Guarantor, financial or otherwise, that would have a material adverse affect on
Borrower or Guarantor’s ability to perform its Obligations under the Loan Documents.



If a Default occurs, the Guaranteed Obligations shall be due immediately and payable without
notice, other than Guaranteed Obligations under any swap agreements (as defined in 11 U.S.C. § 101)
with Bank, which shall be governed by the default and termination provisions of said swap
agreements, and, Bank may exercise any rights and remedies as provided in this Guaranty and other
Loan Documents, or as provided at law or equity. Guarantor shall pay interest on the Guaranteed
Obligations from the date of such Default at the Default Rate set forth in the Note.



ATTORNEYS’ FEES AND OTHER COSTS OF COLLECTION. Guarantor shall pay all of Bank’s





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reasonable expenses incurred to enforce or collect any of the Guaranteed Obligations (to the extent Bank is a
prevailing party), including, without limitation, reasonable arbitration, paralegals’, attorneys’
and experts’ fees and expenses, whether incurred without the commencement of a suit, in any suit,
arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding.



SUBORDINATION OF OTHER DEBTS. Guarantor agrees: (a) to subordinate the obligations now or
hereafter owed by Borrower to Guarantor (“Subordinated Debt”) to any and all obligations of
Borrower to Bank under the Loan Documents now or hereafter existing while this Guaranty is in
effect, provided however that Guarantor may receive regularly scheduled principal and interest
payments on the Subordinated Debt so long as (i) all sums due and payable by Borrower to Bank have
been paid in full on or prior to such date, and (ii) no event or condition which constitutes or
which with notice or the lapse of time would constitute an event of default with respect to the
Guaranteed Obligations shall be continuing on or as of the payment date; and (b) except as
permitted by this paragraph, Guarantor will not request or accept payment of or any security for
any part of the Subordinated Debt, and any proceeds of the Subordinated Debt paid to Guarantor,
through error or otherwise, shall immediately be forwarded to Bank by Guarantor, properly endorsed
to the order of Bank, to apply to the Guaranteed Obligations.



MISCELLANEOUS. Assignment. This Guaranty and other Loan Documents shall inure to the benefit
of and be binding upon the parties and their respective heirs, legal representatives, successors
and assigns. Bank’s interests in and rights under this Guaranty and other Loan Documents are
freely assignable, in whole or in part, by Bank. Any assignment shall not release Guarantor from
the Guaranteed Obligations. Organization; Powers. Guarantor represents that Guarantor (i) is (a)
an adult individual and is sui juris, or (b) a corporation, general partnership, limited
partnership, limited liability company or other legal entity (as indicated below), duly organized,
validly existing and in good standing under the laws of its state of organization, and is
authorized to do business in each other jurisdiction wherein its ownership of property or conduct
of business legally requires such organization; (ii) has the power and authority to own its
properties and assets and to carry on its business as now being conducted and as now contemplated;
and (iii) has the power and authority to execute, deliver and perform, and by all necessary action
has authorized the execution, delivery and performance of, all of its obligations under this
Guaranty and any other Loan Document to which it is a party. Applicable Law; Conflict Between
Documents. This Guaranty shall be governed by and construed under the laws of the state named in
Bank’s address shown above without regard to that state’s conflict of laws principles. If the
terms of this Guaranty should conflict with the terms of any commitment letter that survives
closing, the terms of this Guaranty shall control. Guarantor’s Accounts. Intentionally
deleted. Jurisdiction. Guarantor irrevocably agrees to non-exclusive personal jurisdiction in
the state named in Bank’s address shown above. Severability. If any provision of this Guaranty or
of the other Loan Documents shall be prohibited or invalid under applicable law, such provision
shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of this Guaranty or other Loan
Documents. Notices. Any notices to Guarantor shall be sufficiently given if in writing and mailed
or delivered to Guarantor’s address shown above or such other address as provided hereunder, and to
Bank, if in writing and mailed or delivered to Wachovia Bank, National Association, at Bank’s
address shown above or such other address as Bank may specify in writing from time to time. In the
event that Guarantor changes Guarantor’s address at any time prior to the date the Guaranteed
Obligations are paid in full, Guarantor agrees to promptly give written notice of said change of
address to Bank by registered or certified mail, return receipt requested, all charges prepaid.
Plural; Captions. All references in the Loan Documents to borrower, guarantor, person, document or
other nouns of reference mean both the singular and plural form, as the case may be, and the term
“person” shall mean any individual person or entity. The captions contained in the Loan Documents
are inserted for convenience only and shall not affect the meaning or interpretation of the Loan
Documents. Binding Contract. Guarantor by execution of and Bank by acceptance of this Guaranty
agree that each party is bound to all terms and provisions of this Guaranty. Amendments, Waivers
and Remedies. No waivers, amendments or modifications of this Guaranty and other Loan Documents
shall be valid unless in writing and signed by an officer of Bank and Guarantor. No waiver by Bank
of any Default shall operate as a waiver of any other Default or the same Default on a future
occasion. Neither the failure nor any delay on the part of Bank in exercising any right, power, or
privilege granted pursuant to this Guaranty and other Loan Documents shall operate as a waiver
thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or
the







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exercise of any other right, power or privilege. All remedies available to Bank with respect
to this Guaranty and other Loan Documents and remedies available at law or in equity shall be
cumulative and may be pursued concurrently or successively. Partnerships. If Guarantor is a partnership, the obligations, liabilities and agreements on the part of
Guarantor shall remain in full force and effect and fully applicable notwithstanding any changes in
the individuals comprising the partnership. The term “Guarantor” includes any altered or
successive partnerships, and predecessor partnership(s) and the partners shall not be released from
any obligations or liabilities hereunder. Loan Documents. The term “Loan Documents” refers to all
documents executed in connection with or related to the Guaranteed Obligations and may include,
without limitation, commitment letters that survive closing, loan agreements, other guaranty
agreements, security agreements, instruments, financing statements, mortgages, deeds of trust,
deeds to secure debt, letters of credit and any amendments or supplements (excluding swap
agreements as defined in 11 U.S. Code § 101).



FINANCIAL AND OTHER INFORMATION. Guarantor shall deliver to Bank such information as Bank may
reasonably request from time to time, including without limitation, financial statements and
information pertaining to Guarantor’s financial condition and those certain financial statements
and information required to be delivered to Bank pursuant to the terms of the Loan Agreement. Such
information shall be true, complete, and accurate.



ANNUAL FINANCIAL STATEMENTS. Guarantor shall deliver to Bank, within 120 days after the close
of each fiscal year, audited financial statements reflecting its operations during such fiscal
year, including, without limitation, a balance sheet, profit and loss statement and statement of
cash flows, with supporting schedules; all on a consolidated and consolidating basis with respect
to Guarantor and in reasonable detail, prepared in conformity with generally accepted accounting
principles, applied on a basis consistent with that of the preceding year. All such statements
shall be examined by an independent certified public accountant acceptable to Bank. The opinion of
such independent certified public accountant shall not be acceptable to Bank if qualified due to
any limitations in scope imposed by Guarantor or any other person or entity. Any other
qualification of the opinion by the accountant shall render the acceptability of the financial
statements subject to Bank’s approval.



TAX RETURNS. Guarantor shall deliver to Lender, within thirty (30) days of filing, complete
copies of federal and state tax returns, as applicable if not filed on a consolidated basis, each
of which shall be signed and certified by Guarantor to be true and complete copies of such returns.
In the event an extension is filed, Guarantor shall deliver a copy of the extension within thirty
(30) days of filing. Notwithstanding the foregoing and in lieu thereof, Guarantor may deliver to
Lender, within thirty (30) days of filing, copies of the applicable pages of the federal and state
tax returns of the consolidated tax return of its parent, Levitt Corporation, relating to the
Guarantor.



FINANCIAL COVENANTS. Guarantor shall at all times comply with the following financial
covenants, conditions and requirements (collectively, the “Financial Covenants” each a “Financial
Covenant”):




     (a) Asset Liquidity. At all times during the term of the Loan (and until such
time as all of the Borrower’s and Guarantor’s obligations under the Loan Documents have been fully
paid and satisfied), Guarantor shall maintain unencumbered and unrestricted liquid assets (in the
form of cash and availability under the Borrowing Base), having a value of not less than Seven
Million Five Hundred Thousand and No/100 Dollars ($7,500,000.00) of which a minimum of Two Million
Five Hundred Thousand and No/100 Dollars ($2,500,000.00) must be in cash.



     (b) Tangible Net Worth. At all times during the term of the Loan (and until such time
as all of the Borrower’s and Guarantor’s obligations under the Loan Documents have been fully paid
and/or satisfied), Guarantor shall maintain a minimum Tangible Net Worth of $30,000,000.00 for the
original two (2) year term. The Extension Term (as defined in the Note) is contingent upon
satisfaction of certain Conditions to Conversion (as defined in the Note) including Guarantor
having a minimum Tangible Net Worth of $30,000,000.00 plus fifty percent (50%) of all net income
received by Guarantor for all years after the fiscal year ended December 31, 2004, which shall be
based upon the consolidated financial statements of Guarantor.



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     (c) Leverage Covenant. At all times during the term of the Loan, the leverage
position of Guarantor shall not exceed a Maximum Debt to Tangible Net Worth ratio of 2.5:1.



     (d) Compliance Certificate. Guarantor shall be required on a quarterly basis to
provide to Bank a “Compliance Certificate” in a form satisfactory to Bank, which shall be signed by
its chief financial officer, certifying that Guarantor is in full compliance with all Financial
Covenants. Said Compliance Certificate shall show the actual calculations for each Financial
Covenant as applicable.



     All financial reporting is to be prepared in a form and substance acceptable to the Bank.
Each statement shall bear an authorized signature of an authorized officer of Guarantor attesting
to the Bank the accuracy of the statement.


ACCESS TO BOOKS AND RECORDS. Guarantor shall, upon reasonable advance notice, allow
Bank, or its agents, during normal business hours, access to the books, records and such other
documents of Guarantor as Bank shall reasonably require, and allow Bank, at Borrower’s expense, to
inspect, audit and examine the same and to make extracts therefrom and to make copies thereof.



NOTICE OF DEFAULT AND OTHER NOTICES. (a) Notice of Default. Guarantor shall furnish to Bank
within twenty-four (24) hours of becoming aware of the existence of any condition or event which
constitutes a Default (as defined in the Loan Documents) or any event which, upon the giving of
notice or lapse of time or both, may become a Default, written notice specifying the nature and
period of existence thereof and the action which Guarantor is taking or proposes to take with
respect thereto. (b) Other Notices. Promptly notify Bank in writing of (i) any material adverse
change in its financial condition or its business; (ii) any default under any material agreement,
contract or other instrument to which it is a party or by which any of its properties are bound, or
any acceleration of the maturity of any indebtedness owing by Guarantor that would cause a breach
of Guarantor’s financial covenants under this Guaranty; (iii) any material adverse claim against or
affecting Guarantor or any part of its properties; (iv) the commencement of, and any material
determination in, any litigation with any third party or any proceeding before any governmental
agency or unit affecting Guarantor; and (v) at least 30 days prior thereto, any change in
Guarantor’s name or address as shown above, and/or any change in Guarantor’s structure.



PAYMENT OF DEBTS. Guarantor shall pay and discharge when due, and before subject to penalty
or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts,
taxes, and liabilities of whatever nature or amount, except those which Guarantor in good faith
disputes.



NEGATIVE COVENANTS. Guarantor agrees that from the date of this Agreement and until final
payment in full of the Guaranteed Obligations, unless Bank shall
otherwise consent in writing, Guarantor will not: Change in Fiscal Year. Change its fiscal
year. Change of Control. Make or suffer a change of ownership that effectively changes control of
Guarantor from current ownership. Cross Default. Default in payment or performance of any
obligation under any other loans of Guarantor in favor of Bank. Nonpayment; Nonperformance. Fail
to pay or perform the Obligations or Default (as defined in the Loan Documents) under any of the
Loan Documents. Default on Other Contracts or Obligations. Intentionally deleted.
Government Intervention. Permit the assertion or making of any seizure, vesting or intervention by
or under authority of any governmental entity, as a result of which the management of Guarantor or
any guarantor is displaced of its authority in the conduct of its respective business or such
business is curtailed or materially impaired. Judgment Entered. Permit the entry of any monetary
judgment or the assessment against, the filing of any tax lien against, or the issuance of any writ
of garnishment or attachment against any property of or debts due Guarantor that would have a
material adverse affect on Guarantor and would result in a violation of the financial covenants of
Guarantor in this Guaranty that is not discharged or execution is not stayed within 30 days of
entry.



WAIVER OF EXEMPLARY DAMAGES. GUARANTOR AND BANK AGREE THAT THEY SHALL NOT HAVE A REMEDY OF
PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER IN ANY DISPUTE AND HEREBY WAIVE ANY RIGHT OR CLAIM
TO PUNITIVE OR EXEMPLARY DAMAGES THEY HAVE NOW OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH
ANY DISPUTE WHETHER THE DISPUTE IS RESOLVED BY ARBITRATION OR JUDICIALLY.





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WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR BY EXECUTION
HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS GUARANTY, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONNECTION WITH THIS GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL
INDUCEMENT TO BANK TO ACCEPT THIS GUARANTY.




[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, Guarantor, on the day and year first written above, has caused this
Unconditional Guaranty to be executed under seal.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	CORE COMMUNITIES, LLC, a Florida limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Taxpayer ID: 65-1060886
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	______________________________________________________	 	 
	 	 	 	 	Print name: James H. Anderson
	 	 	 	 	Title: Executive Vice President
	 
	 	 	 	 	 	 	 	 
	State of Florida	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	County of

	______________________________________________	 	 	 	 	 	 






     The foregoing instrument was acknowledged before me this ___day of April, 2005, by JAMES
H. ANDERSON, as Executive Vice President of CORE COMMUNITIES, LLC, a Florida limited liability
company, on behalf of the company. He/she is personally known to me or has produced
 ______(type of identification) as identification.



	 	 	 	 	 
	 	 	 
	 	 	Notary Public, State of Florida
	

	 	Print Name:	 	 
	

	 	 	 
	

	 	 	 	(Notary Seal)







9