GUARANTY OF MIT AMBULATORY CARE CENTER, INC.
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10.5
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Guaranty
of MIT Ambulatory Care Center, Inc. in favor of Globank Corp. dated
as of
July 29, 2008
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GUARANTY
OF MIT AMBULATORY CARE CENTER, INC.
THIS
GUARANTY
(this
“Guaranty”) dated Ju1y 29, 2008 is made by MIT Ambulatory Care Center, Inc. (the
“Guarantor”), a Georgia corporation, in favor of Globank Corp. (the “Lender”), a
Nevada corporation.
WHEREAS,
Lender
has agreed to make a loan in the principal amount of $500,000.00 to MIT Holding,
Inc. (the “Borrower”) as provided in the promissory note between Lender and
Borrower dated the date hereof (the “Promissory Note”); and
WHEREAS,
Lender
has requested that Guarantor guarantee Borrower’s obligations under the
Promissory Note.
Accordingly
the Guarantor agrees as follows:
SECTION
1. GUARANTY.
1.1
The
Guaranty.
The
Guarantor hereby guaranties the full and punctual payment and performance when
due (whether at stated maturity, upon acceleration or otherwise) of all amounts
payable by, and all other obligations to be performed by, the Borrower under
the
Promissory Note, whether now due or hereafter arising. Upon failure by the
Borrower to pay punctually any such payment, or to perform punctually any such
other obligations, the Guarantor shall forthwith on demand pay the amount not
so
paid in immediately available funds at the place specified in the Promissory
Note or perform such obligations, as the case may be.
1.2
Guaranty
Unconditional.
The
obligations of the Guarantor hereunder shall be irrevocable, unconditional
and
absolute without regard to:
(a) any
extension, renewal, settlement, compromise, indulgence, waiver or release in
respect of any obligation of the Borrower or any other party thereto under
the
Promissory Note;
(b) any
modification or amendment of or supplement to the Promissory Note;
(c) any
release, non-perfection or invalidity of any direct or indirect security for
any
obligation of the Borrower or any other party thereto under the Promissory
Note;
(d) any
change in the corporate existence, structure or ownership of, or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting, the Borrower
or its assets;
(e) any
invalidity or unenforceability (for any reason) relating to or against the
Borrower or any provision of applicable law or regulation purporting to prohibit
the payment by the Borrower of (or to reduce or otherwise limit the obligation
of the Borrower to pay) any amount payable by the Borrower under the Promissory
Note; or
(f) any
exercise or failure to exercise by the Lender of any other rights or remedies
it
may have under the Promissory Note or the exercise by the Lender of its rights
and remedies in any manner or order.
1.3
Discharge
Upon Payment in Full:
Reinstatement in Certain Circumstances. The Guarantor’s obligations hereunder
shall remain in full force and effect until the amounts payable by the Borrower
under the Promissory Note shall have been paid in full. If at any time any
amount payable by the Borrower under the Promissory Note is rescinded or must
be
otherwise restored or returned upon the insolvency, bankruptcy or reorganization
of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect
to such payment shall be reinstated at such time as though such payment had
not
been made.
1.4
Waiver.
The
Guarantor irrevocably waives acceptance of this Guaranty, presentment, demand,
protest and notice, as well as any requirement that at any time any action
be
taken by any person against the Borrower or any other person.
1.5
Subrogation.
Upon
making any payment hereunder, the Guarantor shall be subrogated to the rights
of
the Lender, against the Borrower with respect to such payment or amount;
provided, however, that the Guarantor shall not enforce any right or receive
any
payment by way of subrogation until all amounts payable by the Borrower under
the Promissory Note have been paid in full or the obligations of the Borrower
thereunder have terminated, whichever is earlier.
1.6
Stay
of Acceleration.
In the
event that acceleration of the time for payment of any amount payable by the
Borrower under the Promissory Note is stayed upon the insolvency, bankruptcy
or
reorganization of the Borrower, all such amounts otherwise subject to
acceleration under the terms thereof shall nonetheless be payable by the
Guarantor under this Guaranty forthwith on demand.
1.7
Payment
Guaranty:
No
Set-Off or Deductions. Guarantor hereby agrees that (a) this Guaranty is a
guaranty of payment and not of collection and (b) amounts payable hereunder
shall be paid when due, without set-off or reduction for any reason
whatsoever.
SECTION
2. GUARANTOR
DEFAULT.
If
Guarantor shall default in the timely performance of its obligations under
this
Guaranty and such default shall be continuing, the Lender may proceed to protect
and enforce its rights by action at law, suit in equity or other appropriate
proceeding, whether for specific performance of any covenant contained in this
Guaranty or in aid of the exercise of any power granted herein, or
otherwise.
SECTION
3.
MISCELLANEOUS.
3.1 Delay
or Omission Not Waiver.
No
failure on the part of the Lender to exercise, no delay in exercising, and
no
course of dealing with respect to any right or remedy hereunder will operate
as
a waiver thereof; nor will any single or partial exercise of any right or remedy
hereunder preclude any other further exercise of any other right or remedy.
This
Guaranty may not be amended or modified except by written agreement of the
Guarantor and the Lender.
3.2 Notices
and Demands.
Every
notice or demand under this Guaranty shall be in writing and may be given by
telecopy.
Every
notice or demand shall be sent (which may be by courier service) as
follows:
If
to the
Guarantor:
▇▇
▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇
With
a
copy to:
▇▇▇▇▇▇
▇.
▇▇▇▇▇▇, Esq.
P.O.
Box
9848
▇▇▇
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇
If
to the
Lender:
Globank
Corp.
▇.▇.
▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
or
to
such other office as any party hereto shall from time to time specify in writing
to the other parties hereto. Any notice or demand sent by telecopy shall be
confirmed by letter dispatched as soon as practicable thereafter.
Every
notice or demand shall, except as far as otherwise expressly provided by this
Guaranty, be deemed to have been received (provided it is received prior to
2
p.m. New York time; otherwise, it shall be deemed to have been received on
the
next following Business Day), in the case of a telecopy, at the time of dispatch
thereof (provided further that if the date of dispatch is not a Business Day
in
the locality of the party to whom such notice or demand is sent, it shall be
deemed to have been received on the next following Business Day in such
locality) and, in the case of a letter, at the time of receipt
thereof.
3.3
Terms.
The
terms of this Guaranty shall be binding upon, and inure to the benefit of,
the
Guarantor and the Lender and their respective successors and
assigns.
3.4 Governing
Law.
This
Guaranty shall be deemed to be a contract made under the laws of the State of
Georgia and for all purposes shall be governed by and construed in accordance
with the laws of said State.
3.5 Consent
to Jurisdiction:
This
Guaranty may be enforced in the federal or state courts in the State of New
York
or in any other courts having jurisdiction. The Guarantor hereby submits itself
to the non-exclusive jurisdiction of the United States District Court for the
Southern District of New York and the courts of the State of New York located
in
the City and County of New York for such purpose.
3.6 Survivorship.
If any
term of this Guaranty and any other application thereof shall be invalid or
unenforceable, the remainder of this Guaranty and any other application of
such
terms shall not be affected thereby.
3.7
Good
Faith Obligation.
Nothing
in this Guaranty shall be construed as a waiver or release of the obligation
of
the Lender to act in good faith in accordance with the Uniform Commercial
Code.
IN
WITNESS WHEREOF,
the
Guarantor has caused this Guaranty to be duly executed on the date first set
forth herein.
MIT
AMBULATORY CARE CENTER, INC.,
By:
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
President