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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
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