CONTINUING GUARANTY (Business Organization)
EXHIBIT
10.3
(Business
Organization)
| GUARANTOR: |
The
Sagemark Companies, Ltd.
|
Name
▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇
Address
of Chief Executive Office
A
Corporation
organized under the laws of the State of New
York
| LESSEE: |
Premier
Oncology Management of Nassau,
LLC
|
Name
▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
Address
LESSOR:
M&T
Credit Services, LLC,
▇▇▇
▇&▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Counsel’s Office
1. Guaranty.
(a) Guarantor,
intending to be legally bound, hereby unconditionally guarantees the full and
prompt payment and performance of any and all of ▇▇▇▇▇▇’s Obligations (as
defined below) to the Lessor when due, whether at stated maturity, by
acceleration or otherwise. As used in this Guaranty, the term “Obligations”
shall mean any and all obligations, indebtedness and other liabilities of Lessee
to the Lessor now or hereafter existing, of every kind and nature and all
accrued and unpaid interest thereon and all Expenses (as defined below)
including without limitation, whether such obligations, indebtedness and other
liabilities (i) are direct, contingent, liquidated, unliquidated, secured,
unsecured, matured or unmatured; (ii) are pursuant to a guaranty or surety
in
favor of the Lessor; (iii) were originally contracted with the Lessor or with
another party (including obligations under a guaranty or surety originally
in
favor of such other party); (iv) are contracted by Lessee alone or jointly
with
one or more other parties; (v) are or are not evidenced by a writing; (vi)
are
renewed, replaced, modified or extended; and (vii) are periodically extinguished
and subsequently reincurred or reduced and thereafter increased. Guarantor
will
pay or perform his or her obligations under this Guaranty upon demand. This
Guaranty is and is intended to be a con-tinuing guaranty of payment (not
collection) of the Obligations (irrespective of the aggregate amount thereof
and
whether or not the Obligations from time to time exceeds the amount of this
Guaranty, if limited), independent of, in addition and without modification
to,
and does not impair or in any way affect, any other guaranty, endorsement,
or
other agreement in connection with the Obligations, or in connection with any
other indebtedness or liability to the Lessor or collateral held by the Lessor
therefor or with respect thereto, whether or not furnished by Guarantor.
Guarantor understands that the Lessor can bring an action under this Guaranty
without being required to exhaust other remedies or demand payment first from
other parties.
(b) Guarantor
acknowledges the receipt of valuable consideration for this Guaranty and
acknowledges that the Lessor is relying on this Guaranty in making a financial
accommodation to Lessee, whether a commitment to lend, extension, modification
or replacement of, or forbearance with respect to, any Obligation, cancellation
of another guaranty, purchase of Lessee's assets, or other valuable
consideration.
2.
Continuing, Absolute, Unconditional. This
Guaranty is irrevocable, absolute, continuing, unconditional and general without
any limitation. This Guaranty is unlimited in amount unless an amount is
inserted in the following blank. Only if an amount is so inserted, this Guaranty
is limited in amount to (1) $____________N/A
____________of
the
principal amount of the Obligations plus (2) a proportionate share
(i.e.,
in the
same proportion as the amount in (1) above bears to the total principal amount
of the obligations) of all accrued and unpaid interest, premiums and Expenses
(as defined below) incurred with respect to the Obligations and (3) all of
the Expenses incurred with respect to this Guaranty (collectively, the
“Guaranteed Amount”).
3.
Guarantor's Waivers & Authorizations.
(a) Guarantor's
obligations shall not be released, impaired or affected in any way including
by
any of the following, all of which Guarantor hereby waives (i) any bankruptcy,
reorganization or insolvency under any law of Lessee or that of any other party,
or by any action of a trustee in any such proceeding; (ii) any new
agreements or obligations of Lessee or any other party with the Lessor;
(iii) any adjustment, compromise or release of any Obligations of Lessee,
by the Lessor or any other party; the existence or nonexistence or order of
any
filings, exchanges, releases, impairment or sale of, or failure to perfect
or
continue the perfection of a security interest in any collateral for the
Obligations, (iv) any failure of Guarantor to receive notice of any
intended disposition of such collateral; (v) any fictitiousness,
incorrectness, invalidity or unenforceability, for any reason, of any instrument
or other agreement which may evidence any Obligation; (vi) any composition,
extension, stay or other statutory relief granted to Lessee including, without
limitation, the expiration of the period of any statute of limitations with
respect to any lawsuit or other legal proceeding against Lessee or any person
in
any way related to the Obligations or a part thereof or any collateral therefor;
(vii) any change in form of organization, name, membership or ownership of
Lessee or Guarantor; (viii) any refusal or failure of the Lessor or any
other person prior to the date hereof or hereafter to grant any additional
loan
or other credit accommodation to Lessee or the Lessor's or any other party's
receipt of notice of such refusal or failure; (ix) any setoff, defense or
counterclaim of Lessee with respect to the obligations or otherwise arising,
either directly or indirectly, in regard to the Obligations; or (x) any
other circumstance that might otherwise constitute a legal or equitable defense
to Guarantor's obligations under this Guaranty.
(b)
The
Guarantor waives acceptance, assent and all rights of notice or demand including
without limitation (i) notice of acceptance of this Guaranty, of ▇▇▇▇▇▇'s
default or nonpayment of any Obligation, and of changes in Lessee's financial
condition; (ii) presentment, protest, notice of protest and demand for
payment; (iii) notice that any Obligations has been incurred or of the
reliance by the Lessor upon this Guaranty; and (iv) any other notice,
demand or condition to which Guarantor might otherwise be entitled prior to
the
Lessor's reliance on or enforcement of this Guaranty. Guarantor further
authorizes the Lessor, without notice, demand or additional reservation of
rights against Guarantor and without affecting Guarantor's obligations
hereunder, from time to time: (i) to renew, refinance, modify, subordinate,
extend, increase, accelerate, or otherwise change the time for payment of,
the
terms of or the interest on the Obligations or any part thereof;(ii) to
accept and hold collateral from any party for the payment of the any or all
of
the Obligations, and to exchange, enforce or refrain from enforcing, or release
any or all of such collateral; (iii) to accept any endorsement or guaranty
of any or all of the Obligations or any negotiable instrument or other writing
intended to create an accord and satisfaction with respect to any or all of
the
Obligations; (iv) to release, replace or modify the obligation of any
endorser or guarantor, or any party who has given any collateral for any of
all
of the Obligations, or any other party in any way obligated to pay any or all
of
the Obligations, and to enforce or refrain from enforcing, or compromise or
modify, the terms of any obligation of any such endorser, guarantor or party;
(v) to dispose of any and all collateral securing the Obligations in any
manner as the Lessor, in its sole discretion, may deem appropriate, and to
direct the order and the enforcement of any and all endorsements and guaranties
relating to the Obligations in the Lessor’s sole discretion; and (vi) to
determine the manner, amount and time of application of payments and credits,
if
any, to be made on all or any part of the -Obligations including, without
limitation, if this Guaranty is limited in amount, to make any such application
to Obligations, if any, in excess of the amount of this Guaranty.
(c)
Notwithstanding
any other provision in this Guaranty, Guarantor irrevocably waives, without
notice, any right he or she may have at law or in equity (including without
limitation any law subrogating Guarantor to the rights of the Lessor) to seek
contribution, indemnification or any other form of reimbursement from Lessee
or
any other obligor or guarantor of the Obligations for any disbursement made
under this Guaranty or otherwise.
4.
Termination.
This
Guaranty shall remain in full force and effect as to each Guarantor until actual
receipt by the Lessor or the Lessor’s agent responsible for ▇▇▇▇▇▇’s
relationship with the Lessor of written notice of Guarantor's intent to
terminate (or Guarantor's death or incapacity) plus the lapse of a
reasonable time for the Lessor to act on such notice (the “Receipt of Notice”);
provided, however, this Guaranty shall remain in full force and effect
thereafter until all Obligations outstanding, or contracted or committed for
(whether or not outstanding), before such Receipt of Notice by the Lessor,
and
any extensions, renewals or replacements thereof (whether made before or after
such Receipt of Notice), together with interest accruing thereon after such
Receipt of Notice, shall be finally and irrevocably paid in full. Discontinuance
of this Guaranty as to one Guarantor shall not operate as a discontinuance
hereof as to any other guarantor. Payment of all of the Obligations from time
to
time shall not operate as a discontinuance of this Guaranty, unless a Receipt
of
Notice as provided above has been received by the Lessor. Guarantor agrees
that,
to the extent that Lessee makes a payment or payments to the Lessor on the
Obligations, or the Lessor receives any proceeds of collateral to be applied
to
the Obligations, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or otherwise
are required to be repaid to Lessee, its estate, trustee, receiver or any other
party, including, without limitation, under any bankruptcy law, state or federal
law, common law or equitable cause, then to the extent of such repayment, the
obligation or part thereof which has been paid, reduced or satisfied by such
amount shall be reinstated and continued in full force and effect as of the
date
such initial payment, reduction or satisfaction occurred, notwithstanding any
contrary action which may have been taken by the Lessor in reliance upon such
payment or payments. As of the date any payment or proceeds of collateral are
returned, the statute of limitations shall start anew with respect to any action
or proceeding by the Lessor against Guarantor under this Guaranty.
5.
Expenses.
Guarantor agrees to reimburse the Lessor on demand for all the Lessor's
expenses, damages and losses of any kind or nature, including without limitation
costs of collection and actual attorneys' fees and disbursements whether for
internal or external counsel incurred by the Lessor in attempting to enforce
this Guaranty, collect any of the Obligations including any workout or
bankruptcy proceedings or other legal proceedings or appeal, realize on any
collateral, defense of any action under the prior paragraph or for any other
purpose related to the Obligations (collectively, “Expenses”). Expenses will
accrue interest at the highest default rate in any instrument evidencing the
Obligations until payment is actually received by the Lessor.
6.
Financial
and Other Information.
Guarantor shall promptly deliver to the Lessor copies of all annual reports,
proxy statements and similar information distributed to shareholders, partners
or members and of all filings with the Securities and Exchange Commission and
the Pension Benefit Guaranty Corporation and shall provide in form reasonably
satisfactory to the Lessor: (i) within sixty days after the end of each of
its first three fiscal quarters a quarterly report on Form 10-QSB as prepared
by
and for The Sagemark Companies, Ltd. (of which Premier Oncology, inc. is a
wholly owned subsidiary) (ii) within one hundred five days after the end of
each fiscal year, an Annual Report on Form 10-KSB as prepared by and for The
Sagemark Companies, Ltd., , setting forth comparative figures for the preceding
fiscal year and to be:
x audited ˆ oreviewed ˆ ocompiled
by
an
independent certified public accountant acceptable to the Lessor; all such
statements shall be certified by Guarantor's chief financial officer or partner
to be correct, not misleading and in accordance with Guarantor's records and
to
present fairly the results of Guarantor's operations and cash flows and if
annual its financial position at year end in conformity with generally accepted
accounting principles. If no box is checked, Guarantor shall deliver financial
statements and information in the form and at the times satisfactory to the
Lessor. Guarantor represents that its assets are not subject to any liens,
encumbrances or contingent liabilities except as fully disclosed to the Lessor
in such statements. Guarantor authorizes the Lessor from time to time to obtain,
verify and review all financial data deemed appropriate by the Lessor in
connection with this Guaranty and the Obligations, including without limitation
credit reports from agencies. Guarantor understands this Guaranty and has
satisfied itself as to its meaning and consequences and acknowledges that it
has
made its own arrangements for keeping informed of changes or potential changes
affecting the Lessee including the Lessee’s financial condition.
7.
Security; Right of Setoff.
As
further security for payment of the Obligations, Expenses and any other
obligations of Guarantor to the Lessor, Guarantor hereby grants to the Lessor
a
security interest in all money, securities and other property of Guarantor
in
the actual or constructive possession or control of the Lessor or its affiliates
including without limitation all deposits and other accounts owing at any time
by the Lessor or any of its affiliates in any capacity to Guarantor in any
capacity (collectively, “Property”). The Lessor shall have the right to set off
Guarantor’s Property against any of Guarantor’s obligations to the Lessor. Such
set-off shall be deemed to have been exercised immediately at the time the
Lessor or such affiliate elect to do so. The Lessor shall also have all of
the
rights and remedies of a secured party under the Uniform Commercial Code, as
the
same may be in effect in the State of New York, as amended from time to time,
in
addition to those under this Guaranty and other applicable law and
agreements.
8.
No Transfer of Assets.
Guarantor shall not transfer, reinvest or otherwise dispose of its assets in
a
manner or to an extent that would or might impair Guarantor's ability to perform
its obligations under this Guaranty.
9.
Nonwaiver by the Lessor; Miscellaneous.
This
Guaranty is intended by Guarantor to be the final, complete and exclusive
expression of the agreement between Guarantor and the Lessor. This Guaranty
may
be assigned by the Lessor, with notice to guarantor, shall inure to the benefit
of the Lessor and its successors and assigns, and shall be binding upon
Guarantor and its successors and assigns and any participation may be granted
by
the Lessor herein in connection with the assignment or granting of a
participation by the Lessor in the Obligations or any part thereof. All rights
and remedies of the Lessor are cumulative, and no such right or remedy shall
be
exclusive of any other right or remedy. This Guaranty does not supersede any
other guaranty or security granted to the Lessor by Guarantor or others. No
single, partial or delayed exercise by the Lessor of any right or remedy shall
preclude exercise by the Lessor at any time at its sole option of the same
or
any other right or remedy of the Lessor without notice. Guarantor expressly
disclaims any reliance on any course of dealing or usage of trade or oral
representation of the Lessor including, without limitation, representations
to
make loans to Lessee or enter into any other agreement with Lessee or Guarantor.
No course of dealing or other conduct, no oral agreement or representation
made
by the Lessor or usage of trade shall operate as a waiver of any right or remedy
of the Lessor. No waiver or amendment of any right or remedy of the Lessor
or
release by the Lessor shall be effective unless made specifically in writing
by
the Lessor. Each provision of this Guaranty shall be interpreted as consistent
with existing law and shall be deemed amended to the extent necessary to comply
with any conflicting law. If any provision nevertheless is held invalid, the
other provisions shall remain in effect. ▇▇▇▇▇▇▇▇▇ agrees that in any legal
proceeding, a copy of this Guaranty kept in the Lessor’s course of business may
be admitted into evidence as an original. Captions are solely for convenience
and not part of the substance of this Guaranty. If this Guaranty is limited
pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid
in
full, the Guaranteed Amount shall not be reduced in any manner whatsoever by
any
amounts which the Lessor may realize before or after maturity of the Obligations
(by acceleration, demand or otherwise), as a result of payments made by or
on
behalf of Lessee or by or on behalf of any other person or entity other than
Guarantor primarily or secondarily liable for the Obligations or any part
thereof, or otherwise credited to Lessee or such person or entity, or as a
result of the exercise of the Lessor’s rights with respect to any collateral for
the Obligations or any part thereof. Payments made to the Lessor by Guarantor
(other than, directly or indirectly, from collateral or other persons or
entities liable for any portion of the Obligations) after maturity of the
Obligations, by acceleration or otherwise, shall reduce the Guaranteed
Amount.
10.
Joint and Several.
If there
is more than one Guarantor, each Guarantor jointly and severally guarantees
the
payment and performance in full of all obligations under this Guaranty and
the
term “Guarantor” means each as well as all of them. ▇▇▇▇▇▇▇▇▇ also agrees that
the Lessor need not seek payment from any source other than the undersigned
Guarantor. This Guaranty is a primary obligation. Guarantor’s obligations
hereunder are separate and independent of ▇▇▇▇▇▇’s, and a separate action may be
brought against Guarantor whether or not action is brought or joined against
or
with Lessee or any other party.
11.
Authorization.
Guarantor certifies that it is an entity in the form described above duly
organized and in good standing under the laws of the State of its organization
and duly authorized to do business in each State material to the conduct of
its
business. Guarantor has determined that the execution of this Guaranty will
be
in its best interests, to its direct benefit, incidental to its powers, and
in
furtherance of its duly acknowledged purposes and objectives. Execution of
this
Guaranty by the persons signing below has been authorized by all necessary
corporate action, including directors' and shareholder consent or (as
appropriate) is authorized by its partnership agreement or governing instrument.
Guarantor's chief executive office is located at the above address.
12.
Notices.
Any
demand or notice hereunder or under any applicable law pertaining hereto shall
be in writing and duly given if delivered to Guarantor (at its address on the
Lessor’s records with a copy to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇) or to the Lessor (at the address on page one and
separately to the Lessor’s agent responsible for ▇▇▇▇▇▇’s relationship with the
Lessor at the address provided by Lessor). Such notice or demand shall be deemed
sufficiently given for all purposes when delivered (i) by personal delivery
and
shall be deemed effective when delivered, or (ii) by certified or registered
mail return receipt requested and shall be deemed effective on date of receipt
confirmed by registered or certified mail or one (1) business day after delivery
to a nationally recognized overnight courier service (e.g.,
Federal
Express). Notice by e-mail is not valid notice under this or any other agreement
between Guarantor and the Lessor.
13.
Governing Law and Jurisdiction.
This
Guaranty has been delivered to and accepted by the Lessor and will be deemed
to
be made in the State of New York. Unless provided otherwise under federal law,
this Guaranty will be interpreted in accordance with the laws of the State
of
New York excluding its conflict of laws rules. GUARANTOR
HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR
FEDERAL COURT IN ANY JUDICIAL DISTRICT OR COUNTY IN THE STATE OF NEW YORK WHERE
THE LESSOR MAINTAINS A BRANCH AND CONSENTS THAT THE LESSOR MAY EFFECT ANY
SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR’S ADDRESS SET FORTH ABOVE FOR
PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY
WILL PREVENT THE LESSOR FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR
JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY
SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE
OR
OTHER FOREIGN OR DOMESTIC JURISDICTION.
Guarantor acknowledges and agrees that the venue provided above is the most
convenient forum for both the Lessor and Guarantor. Guarantor hereby waives
any
objection to venue and any objection based on a more convenient forum in any
action instituted under this Guaranty.
14.
Waiver of Jury Trial. ▇▇▇▇▇▇▇▇▇ AND THE LESSOR HEREBY KNOWINGLY, VOLUNTARILY,
AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE LESSOR
MAY
HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS
GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS
THAT NO REPRESENTATIVE OR AGENT OF THE LESSOR HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT THE LESSOR WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE LESSOR HAS BEEN INDUCED
TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS
SECTION.
Acknowledgment.
Guarantor acknowledges that it has read and understands all the provisions
of
this Guaranty, including the Governing
Law, Jurisdiction
and
Waiver
of Jury Trial,
and has
been advised by counsel as necessary or appropriate.
|
GUARANTOR:
THE
SAGEMARK COMPANIES, LTD.
|
|
|
DATE: November
5, 2007
TIN #: ▇▇-▇▇▇▇▇▇▇
|
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇
President And Chief Executive
Officer
|
ACKNOWLEDGMENT
STATE
OF_________)
:
SS.
COUNTY
OF________)
On
the
5th day of November, 2007, before me, the undersigned, a Notary Public in and
for said State, personally appeared ▇▇▇
▇▇▇▇▇▇▇▇,
personally known to me or proved to me on the basis of satisfactory evidence
to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.
|
_____________________
Notary
Public
|
COMPANY
GENERAL CERTIFICATE
|
FROM:
|
The
Sagemark Companies, Ltd. (the
“Company”)
|
The
undersigned hereby certifies that it has the power and authority to execute
and
deliver this Company General Certificate to M&T Credit Services, LLC, and
any of their affiliates (any or collectively, the “Lessor”) on behalf of the
Company. The undersigned further certifies that the following are true and
correct:
1) Resolutions.
The
resolutions attached as Exhibit A (the “Resolutions”) were duly adopted by the
Company’s Board of Directors, at a meeting duly called and held, or by unanimous
consent, on November 5, 2007; that none of the Resolutions have been rescinded,
revoked or modified in any way; that each Resolution is in full force and effect
on the date of this Certificate; and that neither any of the Resolutions nor
any
action taken or to be taken pursuant to any of the Resolutions violates, or
will
result in any violation of, any statute, regulation or other law applicable
to
the Company or the governing documents applicable to the Company, or any
instrument, agreement or document to which the Company is a party, or by which
the Company or any of its assets is bound.
2) Incumbency.
Each
person whose name appears below, opposite a title/position (“Position”), has
been duly elected or appointed to and qualified for such Position at the Company
and that on the date of this Certificate such person holds such Position; and
that each signature appearing below is a true specimen of the signature of
the
person whose signature it purports to be.
|
NAME
|
TITLE/POSITION
|
SIGNATURE
|
||
|
▇▇▇
▇▇▇▇▇▇▇▇
|
President
and Chief Executive Officer
|
/s/
▇▇▇ ▇▇▇▇▇▇▇▇
|
||
3) Organization
and Standing.
The
Company is duly organized, validly existing and in good standing under the
laws
of the State/Commonwealth of New
York.
No
petition for dissolution has been filed or is pending. The Company has, and
at
the time of adoption of the Resolutions had, full power and lawful authority
to
adopt the Resolutions and to confer the powers granted in them to the Position
or persons named or referenced in said Resolutions including any delegation
of
powers; and any person holding such Position or the person so named shall have
full power and lawful authority to exercise those powers. No other action or
consent of any other person or entity is necessary in order for this Certificate
or the Resolutions to be effective.
| November 5, 2007 | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
| Date | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
| Secretary |
NOTE: If
the
person signing above is authorized to transact business by any Resolutions,
this
Certificate should be attested by a second officer, director, member or partner
of the Company, unless the Company is owned by a single owner (e.g.,
shareholder, member) and has no other officer, director or member.
EXHIBIT
A
TO
COMPANY GENERAL CERTIFICATE
RESOLUTION
TO AUTHORIZE GUARANTY OF CORPORATION
On
motion
of ▇▇▇
▇▇▇▇▇▇▇▇,
seconded by ▇▇▇▇▇▇▇
▇▇▇▇, the
following Resolutions were adopted by a duly constituted quorum of the Board
of
Directors of The
Sagemark Companies, Ltd.
(the
“Company”) present at a meeting duly called and held, or by unanimous written
consent, on November 5, 2007.
RESOLVED,
that the Company make, execute and deliver to M&T Credit Corporation (the
“Lessor”), at this time and from time to time, a guaranty of all obligations,
liabilities and indebtedness whatsoever which may be now or hereafter incurred
to the Lessor by: Premier
Oncology Management of Nassau, LLC
(the
“Guaranty”); and be it further
RESOLVED,
that the Company is hereby authorized to deliver from time to time to the
Lessor, as security for the Guaranty, a mortgage, pledge and assignment of
and
security interest in any or all of the real and personal property of the
Company, wherever located, as described in security agreements required by
the
Lessor, of even date or heretofore or hereafter; and be it further
RESOLVED,
that the President
and Chief Executive Officer of
the
Company hereby is (are) authorized and directed to make, execute and deliver
for
and on behalf of this Company each such Guaranty and such other instruments,
documents and papers including without limitation security agreements,
mortgages, pledges, assignments and other instruments for the transfer of title,
in such forms, and containing such terms, provisions and conditions as may
be
approved by the officer of the Company executing the same, such execution to
be
conclusive evidence of the officer's approval and the approval of this Board
of
Directors, and to perform any and all other acts, including without limitation
the delivery of collateral, and other papers which may be required to effect
the
intent of these resolutions; and be it further
RESOLVED,
that any and all acts, instruments and other writings previously performed
or
executed and delivered by any one or more of the Company's officers on behalf
of
the Company, in connection with the transactions guaranteed hereby, are in
all
respects ratified, affirmed and approved; and be it further
RESOLVED,
that the foregoing resolutions shall remain in full force and effect and may
be
relied upon by the Lessor until a copy of a subsequent resolution revoking
or
amending them, duly certified by the proper officers of the Company, shall
be
actually received by the representative of the Lessor responsible for the
obligations guaranteed by the Guaranty, and the Lessor shall have had a
reasonable time to act thereon; any action taken by the Lessor prior to such
actual receipt shall be binding upon the Company, irrespective of when such
resolution may have been adopted.