{"id":41053,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/guaranty-of-payment-schuff-steel-co-bank-one-arizona-na-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"guaranty-of-payment-schuff-steel-co-bank-one-arizona-na-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/guaranty-of-payment-schuff-steel-co-bank-one-arizona-na-and.html","title":{"rendered":"Guaranty of Payment &#8211; Schuff Steel Co., Bank One Arizona NA, and 19th Avenue\/Buchanan LP"},"content":{"rendered":"<pre>                                GUARANTY OF PAYMENT\n\n\nDATE:       January 31, 1997\n\nPARTIES: GUARANTOR:           SCHUFF STEEL COMPANY,\n                              AN ARIZONA CORPORATION\n\n                  GUARANTOR   P.O. BOX 39670\n                  Address:    PHOENIX, ARIZONA 85069-9670\n\n\n                  BANK:       BANK ONE, ARIZONA, NA, a national banking\n                              association.\n\n                  BANK        P. O. BOX 71, DEPT. AZ1-1178\n                  ADDRESS:    PHOENIX, ARIZONA  85001-0071\n                              Attention:  BRAD RICHARDS\n\n\nAGREEMENT: For good and valuable consideration, the receipt and sufficiency of\nwhich are hereby acknowledged, Guarantor agrees for the benefit of Bank as\nfollows:\n\n1. SCHEDULE OF TERMS.\n\n         Borrower:      19TH AVENUE\/BUCHANAN LIMITED PARTNERSHIP,\n                     an Arizona limited partnership.\n\n         Borrower Obligations:\n\n                     Promissory note, dated of even date herewith, of Borrower\n               payable to Bank, in the original principal amount of\n               $2,210,000.00, as it may be amended, modified, extended, renewed,\n               restated, or supplemented from time to time.\n\n2. DEFINITIONS. In this Guaranty, the following terms shall have the following\nmeanings:\n\n'A.R.S.' means Arizona Revised Statutes, as amended from time to time.  Each\nreference to any provision in A.R.S. shall be a reference to any successor or\nreplacement provision.\n\n'BORROWER' shall have the meaning specified in SECTION 1.\n\n'BORROWER OBLIGATIONS' means the following:\n\n    (i) Payment of principal, interest, costs, expenses, fees, and other amounts\nunder the promissory note(s) of Borrower payable to Bank described in SECTION 1,\nas such principal amount may be increased from time to time by any additional\nadvances in excess of the original principal amount thereof or as the result of\nany accrued and unpaid interest becoming principal under the Note; and\n\n   (ii) Payment of all other amounts payable from time to time by Borrower under\nthe Loan Documents.\n\n'COLLATERAL' means any and all property, interests in property, and rights to\nproperty from time to time securing any or all Obligations.\n\n\n                                       1\n\n\n'COMMITMENT' means any and all obligations of Bank from time to time to make\nadvances to Borrower, to issue letters of credit requested by Borrower, or to\nmake other financial accommodations for Borrower.\n\n'DEFAULT RATE' means a rate per annum of interest equal to the sum of (i) four\npercent (4%) per annum, and (ii) the highest rate per annum of interest\napplicable from time to time to the principal amount of any promissory note\nguaranteed hereby prior to a default or an event of default under such\npromissory note.\n\n'EVENT OF DEFAULT' means the occurrence of any default or condition or event\ndesignated as a default, an event of default, or an Event of Default in any Loan\nDocument.\n\n'GOVERNMENTAL AUTHORITY' means any government, any court, and any agency,\nauthority, body, bureau, department, or instrumentality of any government.\n\n'GUARANTOR' and 'GUARANTORS' mean, respectively, each Person that has executed\nthis Guaranty and, if this Guaranty has been executed by more than one Person,\nall Persons that have executed this Guaranty.\n\n'GUARANTOR COLLATERAL' means any property, interests in property, and rights to\nproperty securing any or all Guarantor Obligations.\n\n'GUARANTOR LOAN DOCUMENTS' means this Guaranty and any other Loan Documents\nexecuted by any Guarantor.\n\n'GUARANTOR OBLIGATIONS' means the obligations of Guarantor under the Guarantor\nLoan Documents.\n\n'GUARANTY' means this Guaranty, as it may be amended, modified, extended,\nrenewed, restated, and supplemented from time to time.\n\n'LIEN OR ENCUMBRANCE' and 'LIENS AND ENCUMBRANCES' mean, respectively, each and\nall assignments as security, grants in trust, liens, mortgages, security\ninterests, other encumbrances, and other interests and rights from time to time\nsecuring any or all of the Obligations.\n\n'LOAN AGREEMENT' means the Loan Agreement, dated of even date herewith, between\nBorrower and Bank, as it may be amended, modified, extended, renewed, restated,\nor supplemented from time to time.\n\n'LOAN DOCUMENTS' means this Guaranty and any and all other agreements,\ndocuments, and instruments from time to time evidencing, guarantying, securing,\nor otherwise relating to the Obligations (including, without limitation, any and\nall deeds of trust, loan agreement, mortgages, promissory notes, security\nagreements, and other guaranties), as they may be amended, modified, extended,\nrenewed, restated, and supplemented from time to time.\n\n'LOAN PARTY' means Borrower, Guarantor, and each other Person that from time to\ntime is obligated to Bank under any Loan Document or grants any of the\nCollateral.\n\n'MATERIAL ADVERSE CHANGE' means any change in the assets, business, financial\ncondition, operations, prospects, or results of operations of Guarantor or any\nother event or condition that in the reasonable opinion of Bank (i) could affect\nthe likelihood of performance by Guarantor of any of the Guarantor Obligations,\n(ii) could affect the ability of Guarantor to perform any of the Guarantor\nObligations, (iii) could affect the legality, validity, or binding nature of any\nof the Guarantor Obligations or any Lien or Encumbrance securing any of the\nGuarantor Obligations, or (iv) could affect the priority of any Lien or\nEncumbrance securing any of the Guarantor Obligations.\n\n'OBLIGATIONS' means the obligations of the Loan Parties under the Loan\nDocuments, which includes the Borrower Obligations, the Guarantor Obligations,\nand the obligations of the other Loan Parties under the Loan Documents.\n\n\n                                       2\n\n\n'PERSON' means a natural person, a partnership, a joint venture, an\nunincorporated association, a limited liability company, a corporation, a trust,\nany other legal entity, or any Governmental Authority.\n\n3. GUARANTY. Guarantor unconditionally and irrevocably guarantees the full\npayment and performance when due, by acceleration or otherwise, of each and all\nBorrower Obligations and promises to pay and perform when due, by acceleration\nor otherwise, each and all Borrower Obligations. Guarantor agrees that\nimmediately upon the failure in payment or performance when due of any or all\nBorrower Obligations, Guarantor will pay to Bank the full amount of, or perform\nin full, such Borrower Obligations. All payments under this Guaranty shall be\nmade to Bank in lawful money of the United States of America at the address of\nBank at the beginning of this Guaranty or such other location as Bank may\ndesignate in writing. Any amount payable under this Guaranty not paid when due\nand any judgment for such an amount and interest thereon shall bear interest at\nthe Default Rate from the due date or such judgment date, respectively, until\nsuch amount and interest thereon are paid in full. Guarantor agrees to pay such\ninterest on demand. All Guarantor Obligations will be paid and performed by\nGuarantor without counterclaim, deduction, defense, deferment, reduction, or\nset-off.\n\n4. GUARANTOR REPRESENTATIONS AND WARRANTIES.\n\n         4.1 CLOSING REPRESENTATIONS AND WARRANTIES. Guarantor represents and\nwarrants to Bank as of the date of this Agreement:\n\n         4.1.1 CORPORATE, LIMITED LIABILITY COMPANY, OR PARTNERSHIP EXISTENCE\nAND AUTHORIZATION. If Guarantor is a corporation, a limited liability company,\nor a partnership, Guarantor is validly existing, and in the case of a\ncorporation or a limited liability company is in good standing, under the laws\nof the jurisdiction of its formation or organization and has the requisite power\nand authority to execute, deliver, and perform the Guarantor Loan Documents. The\nexecution, delivery, and performance by Guarantor of the Guarantor Loan\nDocuments have been duly authorized by all requisite action by or on behalf of\nGuarantor and will not conflict with, or result in a violation of or a default\nunder, the certificate of incorporation and bylaws, the limited liability\ncompany operating agreement, or the partnership agreement of Guarantor, as the\ncase may be. If Guarantor is not formed or organized under the law of the State\nof Arizona, Guarantor is qualified to do business as a foreign corporation,\nlimited liability company, or partnership, as the case may be, and in the case\nof a corporation or limited liability company is in good standing, under the law\nof the State of Arizona.\n\n         4.1.2 EXECUTION AND DELIVERY AND BINDING NATURE OF GUARANTOR LOAN\nDOCUMENTS. The Guarantor Loan Documents have been duly executed and delivered by\nor on behalf of Guarantor. The Guarantor Loan Documents are legal, valid, and\nbinding obligations of Guarantor, enforceable in accordance with their terms\nagainst Guarantor, except as such enforceability may be limited by bankruptcy,\ninsolvency, moratorium, reorganization, or similar laws and by equitable\nprinciples of general application.\n\n         4.1.3 ACCURATE INFORMATION. All information in any loan application,\nfinancial statement, certificate, or other document, and all other information\npreviously delivered to Bank by or on behalf of Guarantor in connection with\nthis Guaranty is correct and complete, and there are no omissions therefrom that\nresult in any such information being incomplete, incorrect, or misleading as of\nthe date thereof. There has been no Material Adverse Change as to Guarantor\nsince the date of such information. All financial statements heretofore\ndelivered to Bank by Guarantor were prepared in accordance with the requirements\nprescribed by Bank and accurately present the financial condition and results of\noperations as at the dates thereof and for the periods covered thereby.\n\n         4.1.4 LEGAL PROCEEDINGS; HEARINGS, INQUIRIES, AND INVESTIGATIONS.\nExcept as disclosed to Bank in writing prior to the date of this Agreement, (i)\nno legal proceeding is pending or, to best knowledge of Guarantor, threatened\nbefore any arbitrator, other private adjudicator, or Governmental Authority to\nwhich Guarantor is a party or by which Guarantor or any assets or property of\nGuarantor may be bound or affected that if resolved adversely to Guarantor could\nresult in a Material Adverse Change, and to the best knowledge of Guarantor,\nthere exist no facts\n\n\n                                       3\n\n\nthat would form any basis for any of the foregoing, and (ii) no hearing,\ninquiry, or investigation relating to Guarantor or any assets or property of\nGuarantor is pending or, to the best knowledge of Guarantor, threatened by any\nGovernmental Authority.\n\n         4.1.5 TAXES. Guarantor has filed or caused to be filed all tax returns\n(federal, state, or local) required to be filed by Guarantor and has paid all\ntaxes and other amounts shown thereon to be due (including, without limitation,\nany interest or penalties).\n\n         4.1.6 INFORMATION ABOUT BORROWER AND TRANSACTION. Guarantor understands\nthe Borrower Obligations and the Guarantor Obligations and has had access to\ninformation about the financial condition of Borrower and the ability of\nBorrower to perform the Borrower Obligations.\n\n         4.1.7 INDUCEMENT. Guarantor is providing this Guaranty at the request\nof Borrower in order to induce Bank to extend or continue financial\naccommodations to Borrower.\n\n         4.2 REPRESENTATIONS AND WARRANTIES UPON DELIVERY OF FINANCIAL\nSTATEMENTS, DOCUMENTS, AND OTHER INFORMATION. Each delivery by Guarantor to Bank\nof financial statements, other documents, or information after the date of this\nGuaranty shall be a representation and warranty that such financial statements,\nother documents, or information is correct and complete, that there are no\nomissions therefrom that result in such financial statements, other documents,\nor information being incomplete, incorrect, or misleading as of the date\nthereof, and that such financial statements accurately present the financial\ncondition and results of operations of Guarantor as at the dates thereof and for\nthe periods covered thereby.\n\n5. GUARANTOR COVENANTS. Until any Commitment terminates in full and until the\nObligations are paid and performed in full, Guarantor agrees that, unless Bank\notherwise agrees in writing in Bank's absolute and sole discretion:\n\n         5.1 CORPORATE, LIMITED LIABILITY COMPANY, OR PARTNERSHIP EXISTENCE. If\nGuarantor is a corporation, a limited liability company, or a partnership,\nGuarantor shall continue to be validly existing, and in the case of a\ncorporation or a limited liability company in good standing, under the law of\nthe jurisdiction of its organization or formation. If Guarantor is not formed or\norganized under the laws of the State of Arizona, Guarantor shall continue to be\nqualified to do business as a foreign corporation, limited liability company, or\npartnership, as the case may be, and in the case of a corporation or limited\nliability company to be in good standing, under the law of the State of Arizona.\n\n         5.2 INFORMATION AND STATEMENTS. Guarantor shall furnish to Bank:\n\n         5.2.1 FINANCIAL STATEMENTS. Within fifteen (15) days or such longer\nperiod as Bank may agree in its absolute and sole discretion after each request\nby Bank from time to time, a current balance sheet of Guarantor and such other\nfinancial statements of Guarantor as are requested by Bank, all in reasonable\ndetail, prepared in accordance with the requirements specified by Bank,\ncontaining the certifications specified by Bank and signed by the Person(s)\nspecified by Bank.\n\n         5.2.2 OTHER INFORMATION. Such other information concerning Guarantor\nand the assets, business, financial condition, operations, property, prospects,\nand results of operations of Guarantor as Bank reasonably requests from time to\ntime.\n\n         5.3 TAXES. Guarantor shall pay before delinquency all taxes,\nassessments, and governmental charges and levies imposed upon Guarantor, upon\nGuarantor's income or profits, or upon any property belonging to Guarantor.\n\n\n                                       4\n\n\n         5.4 KEEPING INFORMED ABOUT BORROWER AND TRANSACTION. Guarantor will \nkeep himself informed concerning performance of the Borrower Obligations, the\nfinancial condition of Borrower, and the ability of Borrower to perform the\nBorrower Obligations.\n\n\n                                       5\n\n\n6. SPECIAL PROVISIONS.\n\n         6.1 NATURE OF GUARANTY. This Guaranty is absolute, continuing,\nirrevocable, and unconditional. This Guaranty is a guaranty of payment and\nperformance when due and not of collection. This Guaranty shall be effective and\nremain in full force and effect until any Commitment terminates, any letters of\ncredit issued by Bank for Borrower expire or are drawn in full, any drafts drawn\nor drawn and accepted under any such letters of credit are paid in full, and all\nObligations are paid and performed in full, regardless of (i) the genuineness,\nregularity, legality, validity, or enforceability of any or all of the Liens and\nEncumbrances, the Loan Documents, or the Obligations, (ii) any law, regulation,\nor rule (federal, state, or local) or any action by any Governmental Authority\ndischarging, reducing, varying the terms of payment, or otherwise modifying any\nof the Obligations or any of the Liens and Encumbrances, or (iii) the death,\ndissolution, or liquidation of any Loan Party .\n\n         6.2 ENFORCEMENT AGAINST GUARANTOR WITHOUT OTHER ACTION . Bank may\nenforce the Guarantor Loan Documents against any Guarantor without first having\nsought enforcement of any Loan Documents against Borrower, any other Guarantor,\nany other Loan Parties, or any Collateral.\n\n         6.3 ENFORCEMENT AGAINST GUARANTOR COLLATERAL WITHOUT OTHER ACTION. Bank\nmay enforce any Guarantor Loan Documents against any Guarantor Collateral\nwithout first having sought enforcement of any Loan Documents against Borrower,\nany Guarantor, any other Loan Party, or any other Collateral.\n\n         6.4 EVENTS NOT AFFECTING GUARANTOR OBLIGATIONS OR LIENS AND \nENCUMBRANCES GRANTED BY Guarantor. The following shall not affect, impair, or\ndelay the enforcement of any or all Guarantor Obligations or any or all Liens\nand Encumbrances granted by Guarantor, regardless of the impact upon any\ncontribution, exoneration, indemnification, reimbursement, subrogation, and\nother rights of Guarantor:\n\n         6.4.1 The bankruptcy, death, disability, dissolution, incompetence,\ninsolvency, liquidation, or reorganization of Guarantor or any other Loan Party.\n\n         6.4.2 Any defense of any or all other Loan Parties to payment or\nperformance of any or all Obligations or enforcement of any or all Liens and\nEncumbrances.\n\n         6.4.3 The discharge, modification of the terms of, reduction in the\namount of, or stay of enforcement of any or all Liens and Encumbrances or any or\nall Obligations in any bankruptcy, insolvency, reorganization, or other legal\nproceeding or by any law, ordinance, regulation, or rule (federal, state, or\nlocal).\n\n         6.4.4 The cessation of liability of any or all other Loan Parties for\nany or all Obligations.\n\n         6.4.5 Any claim or dispute by Borrower or any other Guarantor or Loan\nParty concerning the occurrence of an Event of Default, performance of any\nObligations, or any other matter.\n\n         6.5 ACTS AND OMISSIONS OF BANK NOT AFFECTING GUARANTOR OBLIGATIONS OR\nLIENS AND ENCUMBRANCES GRANTED BY GUARANTOR. Bank may do the following acts and\nomissions from time to time in its absolute and sole discretion and in doing\nsuch acts and omissions act in its absolute and sole discretion without notice\nto or consent of Guarantor and with or without receiving payment or other value.\nThe following acts and omissions shall not affect, delay, or impair any or all\nGuarantor Obligations or any or all Liens and Encumbrances granted by Guarantor,\nregardless of the impact upon any contribution, exoneration, indemnification,\nreimbursement, subrogation, and other rights of Guarantor:\n\n         6.5.1 Bank may obtain Collateral or additional Collateral.\n\n\n                                       6\n\n\n         6.5.2 Bank may substitute for any or all Collateral, regardless of\nwhether the same type or greater or lesser value.\n\n         6.5.3 Bank may release any or all Collateral.\n\n         6.5.4 Bank may compromise, delay enforcement, fail to enforce, release,\nsettle, or waive any rights and remedies of Bank as to any or all Collateral.\n\n         6.5.5 Except for any requirements provided by law that may not be\nwaived by Guarantor, Bank may sell or otherwise dispose of any Collateral in any\nmanner and order Bank determines in its absolute and sole discretion and\ndisposition may be for no value or for less than fair market value of the\nCollateral in the absolute and sole discretion of Bank. With respect to any\nCollateral that is personal property, Bank shall give Guarantor five (5) days'\nprior written notice of any sale of other disposition, except for personal\nproperty Collateral that is perishable, threatens to decline speedily in value,\nis of a type customarily sold on a recognized market, or is cash, cash\nequivalents, certificates of deposit or the like and except as to Bank's right\nof set-off. Guarantor's sole right with respect to all Collateral shall be to\nbid at a sale thereof in accordance with applicable law.\n\n         6.5.6 Bank may fail to perfect, fail to protect the priority of, and\nfail to insure any or all Liens and Encumbrances.\n\n         6.5.7 Bank may fail to inspect, insure, maintain, preserve, or protect\nany or all Collateral.\n\n         6.5.8 Bank may obtain additional obligors for any or all Obligations.\n\n         6.5.9 Bank may increase or decrease any or all Obligations or otherwise\nchange the terms of any or all Obligations (including, without limitation,\nincreases or decreases in the interest rate, additional advances within or in\nexcess of any Commitment, increases or decreases in any Commitment, changes in\nthe maturity date of any or all Obligations, and changes in the amount and\ntiming of payments). Upon occurrence of an Event of Default, Bank may declare\nall Obligations immediately due and payable or performable, whereupon the\nObligations shall be immediately due and payable or performable.\n\n         6.5.10 Bank may substitute for any or all Loan Parties, regardless of\nthe same creditworthiness.\n\n         6.5.11 Bank may release Borrower, any or all other Guarantors, and\nother Loan Parties.\n\n         6.5.12 Bank may compromise, delay enforcement, fail to enforce,\nrelease, settle, or waive any or all Obligations of Borrower, any or all other\nGuarantors, and other Loan Parties or any or all rights and remedies of Bank\nagainst Borrower, any or all other Guarantors, and other Loan Parties.\n\n         6.5.13 Bank may make advances, issue letters of credit, or grant other\nfinancial accommodations for Borrower without requiring satisfaction of all\nconditions precedent in the Loan Documents.\n\n         6.5.14 Bank may fail to file or pursue a claim in any bankruptcy,\ninsolvency, probate, reorganization, or other proceeding as to any or all Liens\nand Encumbrances or any or all Obligations.\n\n         6.5.15 Bank may subordinate (i) any or all Liens and Encumbrances, or\n(ii) any or all Obligations.\n\n         6.5.16 Bank may amend, modify, extend, renew, restate, supplement, or\nterminate in whole or in part any or all Loan Documents.\n\n\n                                       7\n\n\n         6.5.17 Bank may apply any amount received by Bank (including, without\nlimitation, payments, proceeds of collateral, and other amounts) on account of\nany of liabilities or obligations of any Loan Party to Bank, whether or not\nincluded in the Obligations, to payment of such of the liabilities or\nobligations of such Loan Party to Bank as Bank may elect in its absolute and\nsole discretion, whether or not then due.\n\n         6.5.18 Bank may take or fail to take any other action with respect to\nany or all Loan Documents, any or all Obligations, any or all Loan Parties, any\nor all Collateral, any or all Liens and Encumbrances, or any or all rights and\nremedies of Bank.\n\n         6.5.19 Bank may assign any or all of its rights and delegate its\nobligations under the Loan Documents, in whole or in part, (including, without\nlimitation, participation).\n\n         6.5.20 Bank may do any other acts and make any other omissions that\nresult in extinguishment of any or all Obligations and any or all Liens and\nEncumbrances.\n\n         6.5.21 Bank may do any other act or make any other omission that might\notherwise constitute a legal or equitable discharge of, or defense by,\nGuarantor.\n\n         6.6 GUARANTOR WAIVERS.\n\n         6.6.1 NOTE AND NOTICE WAIVERS. Guarantor waives, to the full extent\npermitted by law, presentment, notice of dishonor, protest, notice of protest,\nnotice of intent to accelerate, notice of acceleration, notice of dishonor, and\nall other notices or demands of any kind (including, without limitation, notice\nof the acceptance by Bank of this Guaranty, notice of the existence, creation,\nnon-payment, or non-performance of any or all Obligations, and notice of the\nacts or omissions described in SECTION 6.5), excepting only notices specifically\nprovided for in the Guarantor Loan Documents.\n\n         6.6.2 WAIVER OF ACTS AND OMISSIONS OF BANK. Guarantor waives any\ndefense to enforcement of the Guarantor Obligations or any Liens and\nEncumbrances granted by Guarantor based on acts and omissions of Bank described\nin SECTION 6.5.\n\n         6.6.3 WAIVER OF STATUTORY PROVISIONS. Guarantor waives any and all\nrights and benefits under A.R.S. Sections 12-1641, 12-1642, 12-1643, 12-1644,\n44-142, and 47-3606, 16 A.R.S. Rules of Civil Procedure, Rule 17(f), and any\nother similar or replacement statutes or rules now or hereafter in effect and\nany other statutes or rules now or hereafter in effect that purport to confer\nspecific rights upon, or make specific defenses or procedures available to,\nguarantors.\n\n         6.6.4 WAIVER OF STATUTE OF LIMITATIONS. To the full extent permitted by\nlaw, Guarantor waives any and all statutes of limitations as a defense to any or\nall Obligations. \n\n         6.6.5 WAIVER OF LAW AND EQUITABLE PRINCIPLES CONFLICTING WITH THIS\nGUARANTY. Guarantor waives any and all provisions of law and equitable\nprinciples that conflict with this Guaranty.\n\n         6.6.6 WAIVER OF ANY OBLIGATION OF BANK TO INFORM GUARANTOR. Guarantor\nwaives any right to require Bank, and Bank shall have no obligation, to provide\nto Guarantor any information concerning performance of the Borrower Obligations,\nthe ability of Borrower to perform the Borrower Obligations, or any other\nmatter, regardless of what information Bank may have from time to time.\n\n         6.6.7 WAIVER OF CONTRIBUTION, EXONERATION, INDEMNIFICATION,\nREIMBURSEMENT, SUBROGATION, AND OTHER RIGHTS AGAINST BORROWER AND OTHER LOAN\nParties. Guarantor waives any and all present and future claims, remedies, and\nrights of Guarantor against Borrower, any other Loan Party, the Collateral, and\nany other property, interests in property, or rights to property of Borrower or\nany other Loan Party (i) arising from any\n\n\n                                       8\n\n\nperformance by Guarantor hereunder, (ii) arising from any application of any\nGuarantor Collateral or any other property, interests in property, or rights to\nproperty of Guarantor to payment or performance of the Obligations, or (iii)\notherwise arising in respect of the Guarantor Loan Documents, regardless of\nwhether such claims, remedies, and rights arise under any present or future\nagreement, document, or instrument or are provided by any law, ordinance,\nregulation, or rule (federal, state, or local)(including, without limitation,\n(A) any and all rights of contribution, exoneration, indemnity, reimbursement,\nand subrogation, and (B) any and all rights to participate in the rights and\nremedies of Bank against Borrower, any other Loan Parties, and the Collateral).\n\n7. SUBORDINATION. If from time to time Borrower shall have liabilities or\nobligations to Guarantor, such liabilities and obligations and any and all\nassignments as security, grants in trust, liens, mortgages, security interests,\nother encumbrances, and other interests and rights securing such liabilities and\nobligations shall at all times be fully subordinate with respect to (i)\nassignment as security, grant in trust, lien, mortgage, security interest, other\nencumbrance, and other interest and right (if any), (ii) time and right of\npayment and performance, and (iii) rights against any collateral therefore (if\nany), to payment and performance in full of the Obligations and the right of\nBank to realize upon any or all Collateral. Guarantor agrees that such\nliabilities and obligations of Borrower to Guarantor shall not be secured by any\nassignment as security, grant in trust, lien, mortgage, security interest, other\nencumbrance or other interest or right in any property, interests in property,\nor rights to property of Borrower and that Borrower shall not pay, and Guarantor\nshall not receive, payments of any or all liabilities or obligations of Borrower\nto Guarantor until after termination of any Commitment, any letters of credit\nissued by Bank for Borrower expire or are drawn in full, any drafts drawn or\ndrawn and accepted under any such letters of credit are paid in full, and\npayment and performance of the Obligations in full. If, notwithstanding the\nforegoing, Guarantor receives any payment from Borrower, such payment shall be\nheld in trust by Guarantor for the benefit of Bank, shall be segregated from the\nother funds of Guarantor, and shall forthwith be paid by Guarantor to Bank and\napplied to payment of the Borrower Obligations, whether or not then due. To\nsecure the Obligations Guarantor grants to Bank a lien and security interest in\nall liabilities and obligations of Borrower to Guarantor, in any assignments as\nsecurity, grants in trust, liens, mortgages, security interests, other\nencumbrances, other interests or rights securing such liabilities and\nobligations, and in all of Guarantor's right, title, and interest in and to any\npayments, property, interests in property, or rights to property acquired or\nreceived by Guarantor from Borrower in respect of any liabilities or obligations\nof Borrower to Guarantor.\n\n8. RIGHTS AND REMEDIES OF BANK. The rights and remedies of Bank shall be\ncumulative and non-exclusive. Delay, discontinuance, or failure to exercise any\nright or remedy of Bank shall not be a waiver thereof, of any other right or\nremedy of Bank, or of the time of the essence provision. Exercise of any right\nor remedy of Bank shall not cure or waive any Event of Default or invalidate any\nact done in response to any Event of Default.\n\n9. LIMIT OF LIABILITY OF BANK. In exercising rights and remedies, neither Bank\nnor any stockholder, director, officer, employee, agent, or representative of\nBank shall have any liability for any injury to the assets, business,\noperations, or property of Guarantor or any other liability to Guarantor, other\nthan for its own gross negligence or willful misconduct.\n\n10. SURVIVAL. The representations, warranties, and covenants of Guarantor in\nthe Guarantor Loan Documents shall survive the execution and delivery of this\nGuaranty.\n\n11. INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, WAIVER,\nAPPROVAL, CONSENT, ETC. The Guarantor Loan Documents contain the complete\nunderstanding and agreement of Guarantor and Bank and supersede all prior\nrepresentations, warranties, agreements, arrangements, understandings, and\nnegotiations. No provision of the Guarantor Loan Documents may be changed,\ndischarged, supplemented, terminated, or waived except in writing signed by the\nparties thereto. Delay or failure by Bank to insist on performance of any\nobligation when due or compliance with any other term or condition in the\nGuarantor Loan Documents shall not operate as a waiver thereof or of any other\nobligation, term, or condition or of the time of the essence provision.\nAcceptance of late payments or performance shall not be a waiver of the time of\nthe essence provision, the right of Bank to require that subsequent payments or\nperformance be made when due, or the right of \n\n\n                                       9\n\n\nBank to declare an Event of Default if subsequent payments or performance are\nnot made when due. Any approval, consent, or statement that a matter is\nsatisfactory by Bank under the Guarantor Loan Documents must be in writing\nexecuted by Bank and shall apply only to the Person(s) and facts specifically\nset forth in the writing.\n\n12. BINDING EFFECT. The Guarantor Loan Documents shall be binding upon Guarantor\nand shall inure to the benefit of Bank and their successors and assigns and the\nexecutors, legal administrators, personal representatives, heirs, devisees, and\nbeneficiaries of Guarantor, provided, however, that Guarantor may not delegate\nany of its obligations under the Guarantor Loan Documents and any purported\ndelegation shall be void. Bank may from time to time in its absolute and sole\ndiscretion assign it rights and delegate its obligations under the Loan\nDocuments, in whole or in part, without notice to or consent by Guarantor\n(including, without limitation, participation). In addition to any greater or\nlesser limitation provided by law, Guarantor shall not assert against any\nassignee of Bank any claims or defenses Guarantor may have against Bank, except\nclaims and defenses, if any, arising under the Guarantor Loan Documents.\n\n13. COSTS, EXPENSES, AND FEES. Guarantor agrees to pay on demand all external\nand internal costs, expenses, and fees (including, without limitation, as\napplicable, inside and outside attorneys, paralegals, and document clerks and\nspecialists, appraisal, appraisal review, environmental assessment,\nenvironmental testing, environmental cleanup, other inspection, processing,\ntitle, filing, and recording costs, expenses, and fees) of Bank (i) in the\nnegotiation, execution, and delivery of the Guarantor Loan Documents, (ii) in\nenforcement of the Guarantor Loan Documents and exercise of the rights and\nremedies of Bank, (iii) in defense of the legality, validity, binding nature,\nand enforceability of the Guarantor Loan Documents and the perfection and\npriority of the Liens and Encumbrances granted in the Guarantor Loan Documents,\n(iv) in gaining possession of, holding, repairing, maintaining, preserving, and\nprotecting any Guarantor Collateral, (v) in selling or otherwise disposing of\nany Guarantor Collateral, (vi) otherwise in relation to the Guarantor Loan\nDocuments, any Guarantor Collateral, or the rights and remedies of Bank under\nthe Guarantor Loan Documents or relating to the Guarantor Collateral, and (vii)\nin preparing for the foregoing, whether or not any legal proceeding is brought\nor other action is taken. Such costs, expenses, and fees shall include, without\nlimitation, all such costs, expenses, and fees incurred in connection with any\nbankruptcy, receivership, replevin, or other court proceedings (whether at the\ntrial or appellate level). Guarantor agrees to pay interest on such costs,\nexpenses, and fees at the Default Rate from the date incurred by Bank until paid\nin full.\n\n14. SEVERABILITY. If any provision or any part of any provision of the Guarantor\nLoan Documents is unenforceable, the enforceability of the other provisions or\nthe other provisions and the remainder of the subject provision, respectively,\nshall not be affected and they shall remain in full force and effect.\n\n15. CHOICE OF LAW. The Guarantor Loan Documents shall be governed by the laws of\nthe State of Arizona, without giving effect to conflict of laws principles. If,\nnotwithstanding this SECTION 15, at any time the law of any jurisdiction other\nthan the State of Arizona is determined to be applicable to this Guaranty, then\nto the maximum extent permitted by law, Guarantor expressly waives any and all\nbenefits of the law and rules of such jurisdiction that conflict with any\nprovision of this Guaranty.\n\n16. TIME OF THE ESSENCE. Time is of the essence with regard to each provision of\nthe Guarantor Loan Documents as to which time is a factor.\n\n17. NOTICES AND DEMANDS. All demands or notices under the Guarantor Loan\nDocuments shall be in writing (including, without limitation, telecopy,\ntelegraphic, telex, or cable communication) and mailed, telecopied, telegraphed,\ntelexed, cabled, or delivered to the respective party hereto at the address\nspecified at the beginning of this Guaranty or such other address as shall have\nbeen specified in a written notice. Any demand or notice mailed shall be mailed\nfirst-class mail, postage-prepaid, return-receipt-requested and shall be\neffective upon the earlier of (i) actual receipt by the addressee, and (ii) the\ndate shown on the return-receipt. Any demand or notice not mailed will be\neffective upon the earlier of (i) actual receipt by the addressee, and (ii) the\ntime the receipt of the telecopy, telegram, telex, or cable is mechanically\nconfirmed.\n\n\n                                       10\n\n\n18. JOINT AND SEVERAL OBLIGATIONS. All obligations in any of the Guarantor Loan\nDocuments executed by more than one Person shall be the joint and several\nobligations of each such Person. In each Guarantor Loan Document executed by\nmore than one Guarantor, each reference to Guarantor, Obligor, or Trustor shall\nbe a reference to each Person executing such Guarantor Loan Document\nindividually and all such Persons collectively.\n\n19. COMMUNITY PROPERTY AND SEPARATE PROPERTY OF GUARANTOR. If this Guaranty is\nexecuted by Persons who are married to each other, each such Person agrees that\n(i) the Guarantor Loan Documents are made on behalf of the marital community of\neach such Person and his or her spouse, and (ii) Bank shall have recourse\nagainst the separate property of each such Person and the community property of\neach such Person for satisfaction of the Guarantor Obligations.\n\n20. BANK'S RIGHT OF SET-OFF. Guarantor grants to Bank (i) the right at any time\nand from time to time after any Event of Default, in the absolute and sole\ndiscretion of Bank and without demand or notice to Guarantor, to set-off and\napply deposits (whether certificates of deposit, demand, general, savings,\nspecial, time, or other, and whether provisional or final) held and any other\nliabilities or other obligations of Bank to Guarantor ('DEPOSITS, LIABILITIES,\nAND OBLIGATIONS') against or to the Guarantor Obligations, regardless of whether\nthe Deposits, Liabilities, or Obligations are contingent, matured, or unmatured,\nand (ii) a security interest in the Deposits, Liabilities, and Obligations to\nsecure the Guarantor Obligations. In addition, Guarantor grants to Bank the\nright upon occurrence of an event that with notice, passage of time, or both\nwould be an Event of Default to segregate all Deposits, Liabilities, and\nObligations into an account or otherwise under the sole control of Bank.\n\n21. INDEMNIFICATION OF BANK. Guarantor agrees to indemnify, hold harmless, and\non demand defend Bank and its shareholders, directors, officers, employees,\nagents, and representatives for, from, and against any and all damages, losses,\nliabilities, penalties, costs, and expenses (including, without limitation,\ncosts and expenses of litigation and attorneys' fees) arising from any claim or\ndemand in respect of the Guarantor Loan Documents or any Guarantor Collateral\nand arising at any time, whether before or after termination of any Commitment,\nany letters of credit issued by Bank for Borrower expire or are drawn in full,\nany drafts drawn or drawn and accepted under any such letters of credit are paid\nin full, and payment and performance of the Obligations in full. The obligations\nof Guarantor and the rights of Bank under this SECTION 21 shall survive\ntermination of any Commitment, the expiration or drawing in full of any letters\nof credit issued by Bank to Borrower, the payment in full of any drafts drawn or\ndrawn and accepted under any such letters of credit, and payment and performance\nof the Obligations in full and shall remain in full force and effect without\ntermination.\n\n22. RESCISSION OR RETURN OF PAYMENTS. If at any time or from time to time,\nwhether before or after termination of any Commitment, any letters of credit\nissued by Bank for Borrower expire or are drawn in full, any drafts drawn or\ndrawn and accepted under any such letters of credit are paid in full, and\npayment and performance of the Obligations in full, all or any part of any\namount received by Bank in payment of, or on account of, any Obligation is or\nmust be, or is claimed to be, avoided, rescinded, or returned by Bank to\nGuarantor or any other Person for any reason whatsoever (including, without\nlimitation, bankruptcy, insolvency, or reorganization of Guarantor or any other\nPerson), such Obligation and any Liens and Encumbrances that secured such\nObligation at the time such avoided, rescinded, or returned payment was received\nby Bank shall be deemed to have continued in existence or shall be reinstated,\nas the case may be, all as though such payment had not been received.\n\n23. NO CONSTRUCTION AGAINST BANK OR GUARANTOR. The Guarantor Loan Documents are\nthe result of negotiations between Guarantor and Bank. Accordingly, the\nGuarantor Loan Documents shall not be construed for or against Guarantor or\nBank, regardless of which party drafted the Guarantor Loan Documents or any part\nthereof.\n\n24. HEADINGS. The headings at the beginning of each section of the Guarantor\nLoan Documents are solely for convenience and are not part of the Guarantor Loan\nDocuments.\n\n\n                                       11\n\n25. NUMBER AND GENDER. In the Guarantor Loan Documents the singular shall\ninclude the plural and vice versa and each gender shall include the other\ngenders.\n\nDATED as of the date first above stated.\n\n\n                                        SCHUFF STEEL COMPANY,\n                                        an Arizona corporation\n\n                                        By:__________________________\n                                           Scott A. Schuff, President\n\n\n                                       12\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6850,8773],"corporate_contracts_industries":[9415,9481],"corporate_contracts_types":[9560,9565],"class_list":["post-41053","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-one-corp","corporate_contracts_companies-schuff-international-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-construction__specialty","corporate_contracts_types-finance","corporate_contracts_types-finance__guaranty"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41053","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41053"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41053"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41053"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41053"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}