GUARANTY OF TRI-ISTHMUS GROUP,
INC.
(Carol Schuster $1,500,000.00)
THIS GUARANTY AGREEMENT (the
“Guaranty”) is made effective the 11th day of December,
2008, by the undersigned, Tri-Isthmus Group, Inc. , a
Delaware corporation (“Guarantor” or
“Tri-Isthmus”), to and for the benefit of Carol
Schuster , an individual (“Schuster”). For $100 and
other good and valuable consideration, the receipt and sufficiency
which are hereby acknowledged, the Company agrees to enter into
this Guaranty.
1.
Recitations . Rural Hospital Acquisition, LLC, an Oklahoma
limited liability company (“ RHA ”), is the
maker under that certain Promissory Note, dated as of
December 11th, 2008, in the original principal amount of One
Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00)
(the “ Note ”), payable to the order of
Schuster. RHA is an indirect subsidiary of Tri-Isthmus, and as
such, Tri-Isthmus will benefit by virtue of the accommodations
extended by Schuster to RHA.
2.
Guarantee . Tri-Isthmus hereby absolutely and
unconditionally, guarantees to Schuster the due and punctual
payment of all principal and interest now owing or which may
hereafter be payable to Schuster by RHA pursuant to the Note;
provided , that notwithstanding the foregoing, the
total liability of Tri-Isthmus under this agreement shall not
exceed the principal amount of $1,500,000.00, plus interest thereon
at the rate set forth in the Note and any other amounts owed under
the Note (the “Indebtedness”).
3.
Continuing Guarantee . This undertaking shall operate as a
continuing guaranty of the full payment of the Note and shall
remain in full force and effect. The obligations of Tri-Isthmus
hereunder shall be in addition to any other obligations of
Tri-Isthmus and this Guaranty shall not, unless expressly herein
provided, affect or invalidate any such other guaranties. The
liability of Tri-Isthmus to Schuster shall at all times be deemed
to be the aggregate liability of Tri-Isthmus under the terms of
this Guaranty, and of any other guaranties heretofore or hereafter
given by Tri-Isthmus to Schuster and not expressly revoked,
modified or invalidated.
4.
Independent Obligations . The obligations hereunder are
independent of the obligations of RHA, and a separate action or
actions may be brought and prosecuted against Tri-Isthmus whether
any action is brought against RHA or whether RHA be joined in any
such action or actions; and Tri-Isthmus waives the benefit of any
statute of limitations affecting its liability hereunder or the
enforcement thereof.
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5.1
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Tri-Isthmus hereby
waives:
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5.1.1
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Diligence, presentment, protest,
notice of dishonor, notice of default, demand for payment, notice
of presentment and extension of time of payment;
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5.1.2
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Notice of acceptance
hereof;
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5.1.3
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Notice of nonpayment at
maturity;
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5.1.4
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Notice of the extension of credit
from time to time given by Schuster to RHA, and the creation,
existence or acquisition of any Indebtedness hereby
guaranteed;
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5.1.5
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Notice of the amount of
Indebtedness of RHA to Schuster from time to time, subject,
however, to Tri-Isthmus’s right to make inquiry of Schuster
to ascertain the amount of Indebtedness at any reasonable
time;
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5.1.6
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Notice of adverse change in
RHA’s financial condition or of any other fact which might
increase Tri-Isthmus’s risk;
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5.1.7
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All set-offs and counterclaims;
and
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5.1.8
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All other notices and demands to
which Tri-Isthmus might otherwise be entitled.
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5.2
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Tri-Isthmus further waives its
rights by statute or otherwise to require Schuster to institute
suit against RHA or to exhaust its rights and remedies against RHA
or any other party obligated to pay or any collateral securing the
Indebtedness, Tri-Isthmus being bound to the payment of each and
all Indebtedness of RHA to Schuster whether now existing or
hereafter incurred as fully as if such Indebtedness was directly
owing to Schuster by Tri-Isthmus.
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5.3
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Tri-Isthmus further waives any
defense arising by reason of any disability or other defense of RHA
or by reason of the cessation from any cause whatsoever of the
liability of RHA (including, without limitation, Schuster’s
failure to seek a deficiency judgment against RHA following
foreclosure upon any collateral securing the Indebtedness), and any
defense that other indemnity, guaranty or security was to be
obtained.
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5.4
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Nothing shall discharge or satisfy
the liability of Tri-Isthmus hereunder except the full performance
and payment of the Indebtedness of RHA, with interest, if
applicable.
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5.5
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If RHA or Tri-Isthmus should at any
time become insolvent or make a general assignment, or if a
petition in bankruptcy or any insolvency or reorganization
proceedings shall be filed or commenced by, against, or in respect
of RHA or Tri-Isthmus any and all of the obligations of Tri-Isthmus
shall, forthwith become due and payable without notice.
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5.6
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Tri-Isthmus consents and agrees
that Schuster shall be under no obligation (i) to marshal any
assets in favor of Tri-Isthmus or against or in payment of any or
all of the Indebtedne
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